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Operating Agreement - RADIO ONE INC - 8-15-2011

VIEWS: 20 PAGES: 207

									  


                                      EXECUTION COPY




     SECOND AMENDED AND RESTATED
       LIMITED LIABILITY COMPANY
         OPERATING AGREEMENT
                   OF
              TV ONE, LLC




      DATED AS OF DECEMBER 28, 2004
                      
                      
                      
                      
                      
                      
                      


  
  
                      
                                                                                                                                                                          
                                                                                      
                                                               TABLE OF CONTENTS
                                                                                                                                                                                         
                                                                                 Page
  


ARTICLE I       DEFINITIONS AND CONSTRUCTION                                                                                                      Exhibt 3.1 - 1
  
   Section 1.1 Definitions                                                                                                                        Exhibt 3.1 - 2
  
   Section 1.2 Construction                                                                                                                      Exhibt 3.1 - 25
  
   Section 1.3 Headings                                                                                                                          Exhibt 3.1 - 25
  
   Section 1.4 Exercise of Rights and Obligations by Affiliated Members                                                                          Exhibt 3.1 - 25
  
ARTICLE II   FORMATION AND ORGANIZATION                                                                                                          Exhibt 3.1 - 26
  
   Section 2.1 Formation                                                                                                                         Exhibt 3.1 - 26
  
   Section 2.2    Name                                                                                                                           Exhibt 3.1 - 26
  
   Section 2.3 Business Purpose                                                                                                                  Exhibt 3.1 - 26
  
   Section 2.4 Network Powers                                                                                                                    Exhibt 3.1 - 26
  
   Section 2.5 Registered Office and Agent                                                                                                       Exhibt 3.1 - 26
  
   Section 2.6    Term                                                                                                                           Exhibt 3.1 - 26
  
   Section 2.7 Principal Place of Business                                                                                                       Exhibt 3.1 - 26
  
   Section 2.8 Title to Network Property                                                                                                         Exhibt 3.1 - 26
  
   Section 2.9 Business Transactions of the Members and Managers with the Network                                                                Exhibt 3.1 - 26
  
   Section 2.10 Fiscal Year                                                                                                                      Exhibt 3.1 - 26
  
   Section 2.11 Other Qualifications                                                                                                             Exhibt 3.1 - 26
  
   Section 2.12 No State Law Partnership; Tax Classification                                                                                     Exhibt 3.1 - 26
  
ARTICLE III THE MEMBERS                                                                                                                          Exhibt 3.1 - 26
  
   Section 3.1 Members; Powers of Members                                                                                                        Exhibt 3.1 - 27
  
   Section 3.2 Meetings of Members                                                                                                               Exhibt 3.1 - 27
  
   Section 3.3 Place of Meetings                                                                                                                 Exhibt 3.1 - 27
  
   Section 3.4 Notice of Members’ Meetings                                                                                                       Exhibt 3.1 - 27
  
   Section 3.5    Waiver of Notice                                                                                                               Exhibt 3.1 - 27
  
   Section 3.6    Voting Record                                                                                                                  Exhibt 3.1 - 27
  
   Section 3.7 Vote Required                                                                                                                     Exhibt 3.1 - 28
  
     Section 3.8   Action by Written Consent of Members          Exhibt 3.1 - 28
  
     Section 3.9   No Liability of Members                       Exhibt 3.1 - 28
  
  
                                               Exhibit 3.1 - 2
                                                                                                            
  
ARTICLE IV MANAGEMENT OF THE NETWORK                                                     Exhibt 3.1 - 29
  
   Section 4.1 Management by Board of Managers                                           Exhibt 3.1 - 29
  
   Section 4.2 Replacement of Managers                                                   Exhibt 3.1 - 30
                                                    
   Section 4.3 Vacancies                                                                 Exhibt 3.1 - 31
  
   Section 4.4 Changes in Board Size and the Right to Designate Managers                 Exhibt 3.1 - 31
  
   Section 4.5  Meetings of the Board                                                    Exhibt 3.1 - 33
  
   Section 4.6 Compensation of Managers                                                  Exhibt 3.1 - 33
  
   Section 4.7 Power to Bind Network                                                     Exhibt 3.1 - 33
  
   Section 4.8 Committees                                                                Exhibt 3.1 - 33
  
   Section 4.9  Chairman of the Board                                                    Exhibt 3.1 - 34
  
   Section 4.10 Officers and Related Persons; Retention of Authority by Board; Matters   Exhibt 3.1 - 34
                Not Subject to Approval  
  
   Section 4.11 Chief Executive Officer                                                  Exhibt 3.1 - 35
  
   Section 4.12 Chief Financial Officer                                                  Exhibt 3.1 - 35
  
   Section 4.13 Vice Presidents                                                          Exhibt 3.1 - 35
  
   Section 4.14 Treasurer                                                                Exhibt 3.1 - 35
  
   Section 4.15 Assistant Treasurers                                                     Exhibt 3.1 - 35
  
   Section 4.16 Secretary                                                                Exhibt 3.1 - 35
  
   Section 4.17 Assistant Secretaries                                                    Exhibt 3.1 - 35
  
   Section 4.18 Constellation Special Approval Right                                     Exhibt 3.1 - 35
  
   Section 4.19 Legal Counsel                                                            Exhibt 3.1 - 35
  
   Section 4.20 Board Observation Rights                                                 Exhibt 3.1 - 36
  
   Section 4.21 Adoption of the Annual Budget                                            Exhibt 3.1 - 37
  
ARTICLE V CAPITAL STRUCTURE                                                              Exhibt 3.1 - 38
  
   Section 5.1 Authorized Units                                                          Exhibt 3.1 - 38
                                                    
   Section 5.2 Rights of Designated Common Units and Preferred Units                     Exhibt 3.1 -39
  
   Section 5.3 Reservation and Issuance of Common Units and Preferred Units              Exhibt 3.1 - 44
  
   Section 5.4 Units Subject to Forfeiture                                               Exhibt 3.1 - 44
  
   Section 5.5  No Appraisal Rights                                                      Exhibt 3.1 - 46
  
     Section 5.6   Authorization of Derivative Equity Interests     Exhibt 3.1 - 46
  
  
  
  
                                                Exhibit 3.1 - 3
                                                                                    
  
ARTICLE VI CONTRIBUTIONS                                         Exhibt 3.1 - 47
                                                       
     Section 6.1   Capital Commitments; Constellation Option     Exhibt 3.1 - 47
                                                       
   Section 6.2     Capital Call                                  Exhibt 3.1 - 47
  
   Section 6.3  Notice of Capital Call                           Exhibt 3.1 - 47
  
   Section 6.4 Deposit of Capital Contribution                   Exhibt 3.1 - 47
  
   Section 6.5 Proportion of Capital Contributions               Exhibt 3.1 - 47
  
   Section 6.6 Failure to Make Contributions                     Exhibt 3.1 - 48
  
   Section 6.7 Further Contributions                             Exhibt 3.1 - 49
  
   Section 6.8  Interest                                         Exhibt 3.1 - 49
  
   Section 6.9 No Return of Capital Contribution; Transfer       Exhibt 3.1 - 49
  
   Section 6.10 Loans                                            Exhibt 3.1 - 50
  
   Section 6.11 Benefited Parties                                Exhibt 3.1 - 50
  
ARTICLE VII CAPITAL ACCOUNTS                                     Exhibt 3.1 - 51
  
   Section 7.1 Maintenance of Capital Accounts                   Exhibt 3.1 - 51
  
   Section 7.2 Negative Capital Accounts                         Exhibt 3.1 - 51
  
   Section 7.3 Sale or Exchange of Units                         Exhibt 3.1 - 51
  
ARTICLE VIII ALLOCATIONS OF PROFITS AND LOSSES                   Exhibt 3.1 - 52
  
   Section 8.1  Net Profits                                      Exhibt 3.1 - 52
  
   Section 8.2 Net Losses                                        Exhibt 3.1 - 52
  
   Section 8.3 Gain or Loss from a Sale Transaction              Exhibt 3.1 - 52
  
   Section 8.4 Limitation on Allocation of Losses                Exhibt 3.1 - 52
  
   Section 8.5 Allocation of Nonrecourse Deductions              Exhibt 3.1 - 52
  
   Section 8.6 Allocation of Member Nonrecourse Deductions       Exhibt 3.1 - 52
  
   Section 8.7  Qualified Income Offset                          Exhibt 3.1 - 52
  
   Section 8.8 Minimum Gain Chargeback                           Exhibt 3.1 - 52
  
   Section 8.9 Partner Minimum Gain Chargeback                   Exhibt 3.1 - 52
  
   Section 8.10 Liquidation                                      Exhibt 3.1 - 52
  
   Section 8.11 Book/Tax Disparities                             Exhibt 3.1 - 52
  
   Section 8.12 Individual Tax Items                             Exhibt 3.1 - 53
  
     Section 8.13 Tax Credits                                   Exhibt 3.1 - 53
  
     Section 8.14   Changes in Number of Units                  Exhibt 3.1 - 53
  
  
                                              Exhibit 3.1 - 4
                                                                                             
  
ARTICLE IX DISTRIBUTIONS                                                  Exhibt 3.1 - 54
  
   Section 9.1 Limitations on Distributions                               Exhibt 3.1 - 54
  
   Section 9.2 Operating Cash Flow                                        Exhibt 3.1 - 54
  
   Section 9.3 Net Proceeds from a Sale Transaction                       Exhibt 3.1 - 54
  
   Section 9.4 Liquidating Distributions                                  Exhibt 3.1 - 55
  
   Section 9.5 Withholding Taxes                                          Exhibt 3.1 - 55
  
ARTICLE X ACCOUNTS                                                        Exhibt 3.1 - 56
  
   Section 10.1 Books                                                     Exhibt 3.1 - 56
  
   Section 10.2 Tax Matters                                               Exhibt 3.1 - 56
  
   Section 10.3 Special Basis Adjustment                                  Exhibt 3.1 - 56
  
ARTICLE XI TRANSFERS OF UNITS                                             Exhibt 3.1 - 57
  
   Section 11.1 Prohibition                                               Exhibt 3.1 - 57
  
   Section 11.2 Conditions to Permitted Transfers                         Exhibt 3.1 - 58
  
   Section 11.3 Right of First Refusal                                    Exhibt 3.1 - 58
  
   Section 11.4 Co-Sale Rights                                            Exhibt 3.1 - 61
  
   Section 11.5 Prohibited Transfers                                      Exhibt 3.1 - 62
  
   Section 11.6 Representations Regarding Transfers                       Exhibt 3.1 - 62
  
ARTICLE XII ADDITIONAL RIGHTS AND OBLIGATIONS OF THE MEMBERS              Exhibt 3.1 - 63
  
   Section 12.1 Call Right Members Call Right                             Exhibt 3.1 - 63
  
   Section 12.2 Put Right Member Put Rights                               Exhibt 3.1 - 68
  
   Section 12.3 Preemptive Rights                                         Exhibt 3.1 - 73
  
   Section 12.4 Financial Investor Member Tag-Along Right                 Exhibt 3.1 - 75
  
   Section 12.5 Comcast and Radio One Drag-Along Right                    Exhibt 3.1 - 77
  
   Section 12.6 Network Purchase Right                                    Exhibt 3.1 - 81
  
   Section 12.7 DTV Call Right                                            Exhibt 3.1 - 83
  
   Section 12.8 DTV Put Rights                                            Exhibt 3.1 - 87
  
   Section 12.9 Purchase of DIRECTV Equity Interests for Common Stock     Exhibt 3.1 - 90
  
  
  
  
Exhibit 3.1 - 5
                                                                                   
  
ARTICLE XIII ADDITIONAL, SUBSTITUTE AND LIMITED MEMBERS         Exhibt 3.1 - 91
  
    Section 13.1 Admissions                                     Exhibt 3.1 - 91
  
    Section 13.2 Admission of Additional Members                Exhibt 3.1 - 91
                                                     
    Section 13.3 Admission of Substitute Members                Exhibt 3.1 - 91
  
    Section 13.4 Limited Members                                Exhibt 3.1 - 91
  
    Section 13.5 Admission of Class D Members                   Exhibt 3.1 - 92
  
    Section 13.6 Withdrawal of Member                           Exhibt 3.1 - 92
  
ARTICLE XIV REPORTS TO MEMBERS                                  Exhibt 3.1 - 93
  
    Section 14.1 Books and Records                              Exhibt 3.1 - 93
  
    Section 14.2 Annual Reports                                 Exhibt 3.1 - 94
  
    Section 14.3 Quarterly Reports                              Exhibt 3.1 - 94
  
    Section 14.4 Monthly Reports                                Exhibt 3.1 - 94
  
    Section 14.5 Tax Returns and Tax Information to Members     Exhibt 3.1 - 94
  
    Section 14.6 Class D Member Information Rights              Exhibt 3.1 - 94
  
ARTICLE XV COMCAST CONSULTATION AND PROGRAMMING RIGHTS          Exhibt 3.1 - 95
  
    Section 15.1 Consultation Rights                            Exhibt 3.1 - 95
  
    Section 15.2 Programming Rights                             Exhibt 3.1 - 95
  
ARTICLE XVI   EVENTS OF DISSOLUTION                             Exhibt 3.1 - 96
  
    Section 16.1 Dissolution                                    Exhibt 3.1 - 96
  
    Section 16.2 No other Event of Dissolution                  Exhibt 3.1 - 96
  
ARTICLE       TERMINATION                                       Exhibt 3.1 - 97
XVII
  
    Section 17.1 Liquidation                                    Exhibt 3.1 - 97
  
    Section 17.2 Final Accounting                               Exhibt 3.1 - 97
  
    Section 17.3 Cancellation of Certificate                    Exhibt 3.1 - 97
  
  
  
                                  Exhibit 3.1 - 6
                                                                                                     
  
ARTICLE       EXCULPATION AND INDEMNIFICATION                                     Exhibt 3.1 - 98
XVIII
  
    Section 18.1 Exculpation                                                     Exhibt 3.1 - 98
  
   Section 18.2 Indemnification                                                  Exhibt 3.1 - 98
  
ARTICLE XIX GENERAL PROVISIONS                                                   Exhibt 3.1 - 99
  
    Section 19.1 Future and Current Investments and Activities                   Exhibt 3.1 - 99
  
    Section 19.2 Radio One Competition                                           Exhibt 3.1 - 99
  
    Section 19.3 Confidentiality                                                 Exhibt 3.1 - 100
  
    Section 19.4 Amendment                                                       Exhibt 3.1 - 100
  
    Section 19.5 Governing Law                                                   Exhibt 3.1 - 101
  
    Section 19.6 WAIVER OF JURY TRIAL                                            Exhibt 3.1 - 101
  
    Section 19.7 Consent to Exclusive Jurisdiction of the Courts of Delaware     Exhibt 3.1 - 101
  
    Section 19.8 Remedies                                                        Exhibt 3.1 - 101
  
    Section 19.9 Notices                                                         Exhibt 3.1 - 102
  
    Section 19.10 Severability                                                   Exhibt 3.1 - 102
  
    Section 19.11 Counterparts; Signatures                                       Exhibt 3.1 - 102
  
    Section 19.12 Entire Agreement                                               Exhibt 3.1 - 102
  
    Section 19.13 Assignment; Binding Effect                                     Exhibt 3.1 - 102
  
    Section 19.14 Certain Agreements with respect to Blocker Corporations        Exhibt 3.1 - 103
  
    Section 19.15 Relationship                                                   Exhibt 3.1 - 105
  
    Section 19.16 Interpretation                                                 Exhibt 3.1 - 105
  
    Section 19.17 Expenses                                                       Exhibt 3.1 - 105
  
    Section 19.18 No Third-Party Beneficiary                                     Exhibt 3.1 - 105
  

  



  

  
                                               Exhibit 3.1 - 7
                                                                                                                 


                                 SECOND AMENDED AND RESTATED
                                     LIMITED LIABILITY COMPANY
                                        OPERATING AGREEMENT
                                                      OF
                                                TV ONE, LLC
                                                         
        This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING
AGREEMENT, dated as of December 28, 2004 (this “ Agreement ”), of TV ONE, LLC (the “ Network ”), is
made by and among Comcast Programming Ventures V, Inc., a Delaware corporation (“ Comcast ”) and an
Affiliate of Comcast Corporation, Radio One Cable Holdings, Inc., a Delaware corporation (“ Radio One ”)
and an Affiliate of Radio One, Inc., Constellation Venture Capital II, L.P., a Delaware limited partnership (“ 
Constellation ”), and its Affiliates CV II-Delaware, Inc., a Delaware corporation (“ CV II-Delaware ”), the
BSC Employee Fund IV, L.P., a Delaware limited partnership (“  BSC Employee Fund ”), and CVC II
Partners, LLC, a Delaware limited liability company (“ CVC II Partners ”), Opportunity Cable Holdings, Inc.,,
a Delaware corporation (“  Opportunity ”) , Power Equities, Inc., a Texas corporation (“  Pacesetter ”),
Syndicated Communications Venture Partners IV, L.P., a Delaware limited partnership (“  Syndicated ”),
DIRECTV Programming Holdings I, Inc., a Delaware corporation (“ DIRECTV I ”), DIRECTV Programming
Holdings II, Inc., a Delaware corporation (“ DIRECTV II ” and, together with DIRECTV I, collectively, “ 
DIRECTV ”) and each Person subsequently admitted as a Member of the Network in accordance with the
terms of this Agreement.

                                                  RECITAL
  
                  WHEREAS, on July 10, 2003, the Network was formed as a limited liability company in
accordance with the provisions of the Delaware Limited Liability Company Act, 6 Del. C § 18-101 et seq , as
amended from time to time, and any successor statute (the “ Act ”) and, on July 18, 2003, the initial members of
the Network (the “ Original Members ”) entered into an operating agreement pursuant to the Act governing the
affairs of the Network and the conduct of its business;
  
                  WHEREAS, as of December 16, 2004, the Original Members amended and restated the
operating agreement of the Network in its entirety (the “ First Amended and Restated Operating Agreement
”);
  
                  WHEREAS, the Network and DIRECTV, Inc., a Delaware corporation, have entered into a
Subscription Agreement, of even date herewith (the “ DIRECTV Subscription Agreement ”), pursuant to
which the Network has agreed to sell, and DIRECTV has agreed to purchase, membership interests in the
Network; and
  
                  WHEREAS, the Original Members desire to admit DIRECTV as Members of the Network and
DIRECTV wishes to become Members of the Network and the parties hereto agree that it is in their respective
best interests to amend and restate the First Amended and Restated Operating Agreement in its entirety as set
forth herein.
  
                  NOW, THEREFORE, in consideration of the agreements and obligations set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Members hereby agree, intending to be legally bound, to amend and restate the Original Agreement in its entirety,
effective as of the date hereof, as follows:
  
                                                   ARTICLE I
                                                            
                                     DEFINITIONS AND CONSTRUCTION
  
         Section 1.1    Definitions.   As used in this Agreement, the following terms shall have the meanings set
forth below:
  
                  “ Additional Member ” shall mean a Person who has acquired Units from the Network after the
Effective Date and been admitted as a Member of the Network pursuant to Section 13.2 or, for Class D
Members, Section 13.5 hereof.
  
                       “ Additional per Unit Contribution ” shall mean, with respect to a Class D Common Unit at
the time that a Determined Value is being calculated with respect to such Class D Common Unit, the aggregate
fair market value of all consideration, if any, received by the Network from non-Class D Members for the
issuance of Units or Equity Interests (as determined by the Board as of the date of issuance of such Units or
Equity Interests), where such issuance of Units or Equity Interests occurs after the date of issuance of such Class
D Common Unit, multiplied by the Percentage Interest attributable to such Class D Common Unit.
  
                      “  Adjusted Capital Account Deficit ”  shall mean, with respect to any Member, the deficit
balance, if any, in such Member’s Capital Account as of the end of the relevant Taxable Year or portion thereof
after giving effect to the following adjustments:  (a) credit to such Capital Account any amounts that such Member 
is obligated to restore pursuant to Regulations § 1.704-(b)(2)(ii)(c) or is deemed to be obligated to restore
pursuant to the penultimate sentences of Regulations §§ 1.704-2(g)(1) and 1.704-2(i)(5); and (b) debit to such
Capital Account the items described in Regulations §§ 1.704-1(b)(2)(ii)(d)(4), (5) and (6).  This definition of 
Adjusted Capital Account Deficit is intended to comply with the provisions of Regulations § 1.704-1(b)(2)(ii)(d)
and shall be interpreted consistently therewith.
  
  
                                                 Exhibit 3.1 - 8
                                                                                                                      
  
                  “ Advertising Services Agreement ” shall mean that certain Radio One Advertising Services
Agreement, dated as of the Effective Date, between the Network and Radio One, Inc., as amended from time to
time in accordance with the terms thereof.
  
                  “ Affiliate ” shall mean, with respect to any Person, any other Person, other than an individual,
that is directly or indirectly Controlling, Controlled by or under common Control with such
Person.  Notwithstanding anything to the contrary in the foregoing sentence, no Member shall be deemed to be 
an Affiliate of the Network for purposes of this Agreement.
  
                  “  Agreed Value ”  shall mean the fair market value of contributed property at the time it is
accepted by the Network, as determined by the majority of the Board using any reasonable method of valuation.
  
                  “ Appraisal ” shall mean an appraisal of the Network for the purposes of calculating the Fair
Market Value.
  
                  “  Award Agreement ”  shall mean a TV One, LLC Incentive Award Plan Unit Award
Agreement issued pursuant to the Network Equity Plan.
  
                  “ Bankruptcy ” shall mean, with respect to any Person, the occurrence of any of the following
events:  (a) the filing by such Person of a petition in bankruptcy or for relief under applicable bankruptcy laws; (b) 
the filing against such Person of any such petition (unless such petition is dismissed within ninety (90) days from
the date of filing thereof); (c) entry against such Person of an order for relief under applicable bankruptcy laws;
(d) written admission by such Person of its inability to pay its debts as they mature, or a general assignment by
such Person for the benefit of creditors; or (e) appointment of a trustee, conservator or receiver for such Person
or for any substantial part of the property or affairs of such Person.
  
                  “  Blocker Corporation ”  shall mean a Financial Investor Member formed as a holding
corporation for the sole purpose of holding Equity Interests in the Network and which corporation holds no
assets other than Equity Interests.
  
                  “ Board ” shall mean the Board of Managers of the Network consisting of those Managers who
are elected from time to time to serve on the Board in accordance with Article IV hereof.
  
                  “ Board Change Notice ” shall have the meaning ascribed thereto in the Radio One Change of
Control Agreement.
  
                  “ Business Day ” shall mean each day of the calendar year other than a Saturday, a Sunday or a
day on which banks are required or authorized to close in New York, New York.
  
                  “ Buy/Sell Agreement ” shall mean that certain Buy/Sell Agreement, dated as of the Effective
Date, by and among Comcast, Radio One and the Members identified therein, as amended from time to time in
accordance with the terms thereof.
  
                  “ Call Right Member ” shall mean a Financial Investor Member.
  
                  “ Capital Account ” shall mean the account maintained for a Member determined in accordance
with Article VII hereof.
  
                  “  Capital Commitment ”  shall mean, as to any Member, the amount of such Member’s
commitment to make Capital Contributions when called upon to do so by the Board, as set forth on Schedule A
attached hereto.
  
                  “  Capital Contribution ”  shall mean the amount of cash or the Agreed Value of any other
property (net of any liabilities assumed by the Network or to which such property is subject) contributed to the
Network by or on behalf of a Member in consideration for Units as described in Article VI hereof.
  
                  “ Certificate of Formation ” shall mean the certificate of formation of the Network filed in the
Office of the Secretary of State of the State of Delaware pursuant to the Act and through which the Network has
been formed.
  
                “ Chairman ” shall mean the individual selected by the Members from time to time to hold such
office pursuant to Section 4.9 hereof.
  
                “ Chief Executive Officer ” shall mean the individual selected by the Board from time to time to
hold such office pursuant to Section 4.11 hereof.
  
                “ Chief Financial Officer ” shall mean the individual selected by the Board from time to time to
hold such office pursuant to Section 4.12 hereof.
  
  
                                                Exhibit 3.1 - 9
                                                                                                                   
  
                     “  Class A Common Units ”  shall mean Units designated as “Class A Common Units”  as
described in Section 5.2(a) hereof.
  
                     “  Class B Common Units ”  shall mean Units designated as “Class B Common Units”  as
described in Section 5.2(b) hereof.
  
                     “  Class C Common Units ”  shall mean Units designated as “Class C Common Units”  as
described in Section 5.2(c) hereof.
  
                     “  Class D Common Units ”  shall mean Units designated as “Class D Common Units”  as
described in Section 5.2(d) hereof.
  
                     “ Class D Controlled Entity ” shall mean an S Corporation, a limited partnership, a limited
liability company or other entity in which a Class D Member Controls 100% of the Voting Power of such entity
and 100% of the power to dispose of, or direct the disposition of, the Class D Common Units transferred to such
entity by such Class D Member.
  
                     “ Class D Distribution Threshold ” shall mean $240,051,145 plus the aggregate fair market
value of all consideration, if any, received by the Network from non-Class D Members for the issuance of Units
or Equity Interests (as determined by the Board as of the date of issuance of such Units or Equity Interests),
where such issuance occurs after December 28, 2004. 
  
                    “ Class D Limitation Amount ” shall mean, with respect to a Class D Common Unit at the time
of a distribution by the Network with respect to such Unit or at any other time at which the Class D Limitation
Amount must be determined with respect to such Unit, an amount equal to:  (i) the product of  (a) the Determined 
Value, multiplied by (b) the Percentage Interest (expressed as a decimal) attributable to such Unit, minus (ii) the
Class D Threshold Amount with respect to such Unit, minus (iii) the Additional per Unit Contribution, if any,  with 
respect to such Unit, plus (iv) with respect to an Initial Class D Common Unit only, the Initial Class D per Unit 
Priority Amount.
  
                     “ Class D Members ” shall mean Members holding Class D Common Units pursuant to the
Network Equity Plan and an Award Agreement.  Class D Members shall not include any Initial Members (or 
their successors or assigns) who acquire Class D Common Units pursuant to this Agreement (including Sections
11.3, 12.1(e), 12.2(e) or 12.5(d) hereof) or the Buy/Sell Agreement.
  
                     “  Class D Threshold Amount ”  shall mean, with respect to a Class D Common Unit, the
amount designated as the Class D Threshold Amount for such Unit in the Award Agreement under which such
Unit was granted.
  
                     “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time (or any
corresponding provisions of succeeding law).
  
                     “ Comcast Affiliation Agreement ” shall mean that certain Affiliation Agreement, dated as of
the Effective Date, between the Network and Comcast Cable Communications, Inc., as amended from time to
time in accordance with the terms thereof.
  
                     “ Comcast Corporation ” shall mean Comcast Corporation, a Pennsylvania corporation.
  
                     “ Comcast/Radio One Registration Rights Agreement ” shall mean that certain Registration
Rights Agreement identified in the Radio One Change of Control Agreement.
  
                     “  Comcast Registration Rights Agreement ”  shall mean that certain Registration Rights
Agreement among Comcast Corporation, the Financial Investor Members and DIRECTV, in the form attached
hereto as Schedule C .
  
                     “  Comcast Trigger Event ”  shall mean the failure by Comcast and its Unit Affiliates to
collectively own at least 15% of the Units (calculated on a Fully Diluted Basis).
  
                “ Commitment Period ” shall mean the period beginning on the Effective Date and ending on
December 31, 2006. 
  
                “ Competitive Activity ” shall mean directly or indirectly (a) investing in a Competitor of the
Network, (b) forming or acquiring a Competitor of the Network, (c) acting as a Competitor of the Network, or
(d) taking an active role in the management or operations of a Competitor (but excluding sitting on the Board of
Directors of a Competitor of the Network); provided, however , that (i) a passive investment of not more than 
10% of the outstanding voting and/or economic rights of a Competitor of the Network shall not be deemed to be
a Competitive Activity; and (ii) ”Competitive Activity”  shall not include Radio One’s or its Affiliates’  existing
ownership and continued operation of   WNDI-LP.
  
                “ Competitor of the Network ” shall mean a Person that owns or operates, either directly or
through an Affiliate, one or more broadcast, cable or satellite television networks (other than through the
Network or any Affiliate of the Network) that targets principally the African-American viewer.
  
                “  Control ”  (including with correlative meanings “Controls,” “Controlling,” “Controlled by,” 
“Controlled” or “under common Control with”) as used with respect to any Person, shall mean (a) the power of
another Person to exercise, directly or indirectly through one or more intermediaries, more than fifty percent
(50%) of the Voting Power of such Person or (b) the power to direct or cause the direction, directly or indirectly
through one or more intermediaries, of the management and policies of such Person.  Notwithstanding clause (b), 
neither News Corporation nor Fox Entertainment Group, Inc. shall be deemed to Control DIRECTV unless
News Corporation or Fox Entertainment Group, Inc. as applicable, owns more than fifty percent (50%) of the
Voting Power of DIRECTV, as described in clause (a) above.
  
  
                                                 Exhibit 3.1 - 10
                                                                                                                   
  
                  “ CST Competitor Event ” shall mean the ownership, direct or indirect, through one or more
intermediaries, by a Competitor of the Network of any Class B Common Units acquired pursuant to a Comcast
Strategic Transaction.
  
                  “  Depreciation ”  shall mean, for each Taxable Year, an amount equal to the depreciation,
amortization, or other cost recovery deduction allowable with respect to an asset for such Taxable Year, except
that, if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the
beginning of such Taxable Year, Depreciation shall be an amount which bears the same ratio to such beginning
Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for
such Taxable Year bears to such beginning adjusted tax basis; provided, however , that if the adjusted basis for
federal income tax purposes of an asset at the beginning of such Taxable Year is zero, Depreciation shall be
determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Tax
Matters Partner, and provided , further , that Depreciation with respect to an asset for which the Network uses
the remedial allocation method shall be determined in accordance with Regulations § 1.704-3(d)(2).
  
                  “ Derivative Equity Interest ” shall mean (a) any outstanding security convertible into, with or
without consideration, one or more Units (including any option, warrant or other right to acquire such a security),
or (b) any outstanding option, warrant or other right to acquire one or more Units; provided, however, that the
Series A Preferred Units shall not be deemed to be Derivative Equity Interests hereunder.
  
                  “ DIRECTV Affiliation Agreement ” shall mean that certain Affiliation Agreement dated as of
the date hereof, between the Network and DIRECTV, Inc., a Delaware corporation, as amended,
supplemented, extended or otherwise modified from time to time in accordance with the terms thereof.
  
                  “ DIRECTV Member ” shall mean DIRECTV and any Substitute Member that acquires Units
from DIRECTV in accordance with Section 11.1 through Section 11.4 hereof, provided, however , that none of
Comcast, Comcast Corporation, Radio One, Radio One, Inc., any Financial Investor Member or any of their
Affiliates shall be deemed to be a DIRECTV Member hereunder.
  
                  “ DIRECTV Trigger Event ” shall mean the failure by DIRECTV and its Unit Affiliates to own
collectively at least 5% of the Units (calculated on a Fully Diluted Basis).
  
                  “ Determined Value ” shall mean the fair market value of all of the Network assets, net of
liabilities, as determined by the Board in connection with a distribution by the Network or any other event with
respect to which the Class D Limitation Amount must be determined.
  
                  “ Distribution ”  shall mean a transfer of cash or property by the Network to a Member on
account of Units as described in Article IX hereof.
  
                  “ Distribution Commitment ” shall have the meaning ascribed thereto in the Comcast Affiliation
Agreement.
  
                  “ Effective Date ” shall mean July 18, 2003.
  
                  “ Equity Interests ” shall mean all outstanding Units of the Network, regardless of class or
series, and all Derivative Equity Interests.
  
                  “ Fair Market Value ” shall mean the fair market value of a Unit (taking into account (a) the
relative tax benefits and costs associated with acquiring Units, if any, (b) to the extent deemed appropriate by the
Investment Bank making such determination, any Derivative Equity Interests outstanding as of the date of such
determination, (c) the revised Distribution Commitment made (or deemed to have been made) by the “Affiliate” 
under the Comcast Affiliation Agreement pursuant to Section 1(e) of the Comcast Affiliation Agreement and
Section 5.4(b)(iii) or Section 5.4(b)(iv) hereof following a Drag-Along Seller Election, or an Asset Sale Put Right
at any time between the third anniversary and the fourth anniversary of the Launch Date, and only in the event the
number of subscribers of the Service is taken into account in connection with a determination of the fair market
value of a Unit and (d) to the extent deemed appropriate by the Investment Bank making such determination, the
impact, if any, to value of the Network resulting, directly or indirectly, from DIRECTV’s breach of the
DIRECTV Affiliation Agreement), without regard to minority discounts, approval rights, marketability, liquidation
preferences (except to the extent that the Class D Limitation Amount and the Initial Class D per Unit Priority
Amount may affect the amount payable with respect to a Unit upon liquidation, it being acknowledged and
agreed that, among other things, such effect will result in the fair market value of a Class D Common Unit being
less than the fair market value of a Series A Preferred Unit, a Class A Common Unit, a Class B Common Unit or
a Class C Common Unit) or other differences among the various classes or series of Units; provided , however ,
that (x) any such determination shall not take into account any Units, Derivative Equity Interests or indebtedness 
proposed for issuance by the Network in connection with the funding of any purchase or redemption of a
Member’s Units by the Network pursuant to a Network Purchase Obligation or any Units that will be forfeited
pursuant to Sections 5.4(b)(iii) or (iv) hereof at the applicable closing to which the determination of Fair Market
Value relates; (y) if such determination is being made under Section 12.1(i) pursuant to the exercise by the 
Network of the Network Purchase Right under Section 12.6, the Investment Bank making such determination 
shall take into account minority discounts, approval rights (or the loss thereof), lack of marketability and the
reduction in the value of the Network resulting, directly or indirectly, from DIRECTV’s breach of the DIRECTV
Affiliation Agreement; and (z) if such determination is being made under Section 12.1(i) in connection with the 
purchase or redemption of the Financial Investor Member Units pursuant to Sections 12.1 or Section 12.2, or if 
such determination is being made under Section 12.5(e) in connection with the purchase of the Financial Investor 
Member Units pursuant to Section 12.5, and, in any such event, DIRECTV is a Limited Member, the Investment 
Bank making such determination shall take into account minority discounts, approval rights (or the loss thereof)
and lack of marketability of the DIRECTV Member Equity Interests.
  
  
                                                 Exhibit 3.1 - 11
                                                                                                                    
  
                  “  Federal Rate ”     shall mean, for each Taxable Year, the highest federal income tax rate
applicable to a U.S. corporation for such Taxable Year.
  
                  “  Final Fair Market Value ”  shall mean, with respect to a Unit, the price of such Unit
determined in accordance with Sections 12.1(i) or 12.5(e)(i) hereof, as applicable.
  
                  “ Financial Investor Members ” shall mean Constellation, CV II-Delaware, BSC Employee
Fund, CVC II Partners, Opportunity, Pacesetter and Syndicated (and any Substitute Member that acquires Units
from a Financial Investor Member in accordance with Section 11.1 through Section 11.4 hereof); provided,
however, that none of Comcast, Comcast Corporation, Radio One, Radio One, Inc., DIRECTV or any of their
Affiliates shall be deemed to be a Financial Investor Member hereunder.
  
                  “ Financial Investor Trigger Event ” shall mean the failure by the Financial Investor Members
to own collectively at least 5% of the Units (calculated on a Fully Diluted Basis).
  
                  “ Fully Diluted Basis ” shall mean a computation of Units which includes all outstanding Units
and all authorized Class D Common Units (whether or not outstanding) and all other Units that are issuable upon
conversion, exercise or exchange of all Derivative Equity Interests.
  
                  “ Grant Date ” shall mean, with respect to a Class D Common Unit, the date on which such
Unit is issued by the Network to a Class D Member.
  
                  “ Gross Asset Value ” shall mean, with respect to any asset, such asset’s adjusted basis for
federal income tax purposes, except as follows:
  
                  (a)           The initial Gross Asset Value of any asset contributed by a Member to the Network 
shall be the Agreed Value at the time it is accepted by the Network, unreduced by any liability secured by such
asset.
  
                  (b)           The Gross Asset Values of all Network assets may, at the discretion of the Board, be 
adjusted to equal their respective fair market values as determined by the Board, unreduced by any liabilities
secured by such assets, as of the following times:  (i) the acquisition of additional Units by any new or existing 
Member in exchange for a more than de minimis Capital Contribution; (ii) the Distribution by the Network to a
Member of more than a de minimis amount of cash or property as consideration for Units other than pursuant to
Sections 12.1 or 12.2 hereof; (iii) the liquidation of the Network within the meaning of Regulations § 1.704-1(b)
(2)(ii)(g); (iv) the grant of an interest in the Network (other than a de minimis interest) as consideration for the
provision of services to or for the benefit of the Network; and (v) the occurrence of any other event with respect
to which a revaluation of Network assets is permitted under Regulations § 1.704-1(b)(2)(iv)(f).  The Gross Asset 
Value of the Company assets shall not be adjusted in connection with the admission of DIRECTV.
  
                  (c)           The Gross Asset Value of any asset of the Network distributed to any Member shall 
be adjusted to equal the fair market value of such asset as determined by the Board, unreduced by any liability
secured by such asset, on the date of Distribution.
  
                  (d)           The Gross Asset Value of the Network assets shall be increased (or decreased) to 
reflect any adjustments to the adjusted basis of such assets pursuant to Code §§ 734(b) or 743(b), but only to 
the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations § 
1.704-1(b)(2)(iv)(m) and paragraph (f) of the definition of “Net Profits”  and “Net Losses”; provided ,
however , that Gross Asset Value shall not be adjusted pursuant to this paragraph (d) to the extent that the
Board determines that an adjustment pursuant to paragraph (b) of this definition is necessary or appropriate in
connection with a transaction that would otherwise result in an adjustment pursuant to this paragraph.
  
                  If the Gross Asset Value of an asset has been determined or adjusted pursuant to paragraphs (a),
(b) or (d) of this definition, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into
account with respect to such asset for purposes of computing Net Profits and Net Losses.
  
                  “  Hughes/Liggins Family ”  shall have the meaning set forth in the Radio One Change of
Control Agreement.
  
                “ Initial Class D Common Units ” shall mean, with respect to each Initial Class D Common
Member, the Original Initial Class D Common Units issued in the initial Award Agreement between the Network
and such Initial Class D Common Member and specified as “Initial Class D Common Units” in such Award
Agreement.
  
                “ Initial Class D Members ” shall mean Johnathan Rodgers, Keith Bowen, Jay Schneider,
Brad Samuels, Bob Buenting, Lee Gaither, Susan Banks and any other Class D Member (other than the
foregoing individuals) receiving an original issue of Original Initial Class D Common Units and, solely with respect
to each such Person, (i) a transferee pursuant to such Person’s will or other similar testamentary disposition or the
laws of descent and distribution or (ii) a transferee that is a Class D Controlled Entity of such Person. 
  
                “ Initial Class D Member Priority Amount ” shall mean, with respect to an Initial Class D
Member, the amount determined by multiplying the number of Initial Class D Common Units held by such Class
D Member multiplied by the Initial Class D per Unit Priority Amount.
  
  
                                                  Exhibit 3.1 - 12
                                                                                                                 
  
               “ Initial Class D per Unit Priority Amount ” shall mean $1.875 per Initial Class D Common
Unit.
  
                 “ Initial Members ” shall mean Comcast, Radio One, Constellation, CV II-Delaware, BSC
Employee Fund, CVC II Partners, Opportunity, Pacesetter, Syndicated and DIRECTV (and shall include, solely
for purposes of Article VI hereof, any Substitute Member for such Initial Member that agrees to satisfy any
Remaining Commitment Amount for such Initial Member in accordance with Section 6.9 hereof).
  
                 “ Investment Bank ” shall mean a nationally recognized investment bank selected in accordance
with Section 12.1(i), Section 12.5(e)(i) or Section 19.14(d)(ii) hereof.
  
                 “ Launch Date ” shall mean January 19, 2004.
  
                 “  Limited Member ”  shall mean a Member or other Person that has become a Limited
Member pursuant to Section 13.4 hereof or a Person that acquires Units from a Limited Member; provided that
a Member (that is not a Limited Member) that acquires Units from a Limited Member shall not be deemed to be
a Limited Member hereunder but such Member shall, as to such Units, have the rights and obligations of the
Limited Member that last held such Units.
  
                 “ Manager ” shall mean each individual elected by the Members to serve on the Board pursuant
to Article IV.  A Manager need not be a Member. 
  
                 “ Mandatory Tax Distribution ” shall mean, for each Taxable Year, an amount equal to the
product of the Tax Rate for such Taxable Year, multiplied by the net taxable income (other than any income or
gain attributable to a Sale Transaction) of the Network for such Taxable Year.
  
                 “ Member ” shall mean an Initial Member, Substitute Member, Additional Member or Limited
Member, as the case may be; and “Members” shall mean the Initial Members, Substitute Members, Additional
Members and Limited Members, collectively.
  
                 “ Member Nonrecourse Debt ” shall have the meaning of “partner nonrecourse debt” as set
forth in Regulations § 1.704-2(b)(4).
  
                 “  Member Nonrecourse Deductions ”  shall have the meaning of “partner nonrecourse
deductions” as set forth in Regulations § 1.704-2(i).
  
                 “ Net Gain from a Sale Transaction ” or “ Net Loss from a Sale Transaction ” shall mean
the net income, gain, loss or deduction recognized by the Network on a Sale Transaction, computed in
accordance with the principles set forth in the definition of “Net Profits” and “Net Losses.” 
  
                 “ Net Proceeds from a Sale Transaction ” shall mean the proceeds received by the Network
or the Members from any Sale Transaction, reduced by the Network’s out-of-pocket costs incurred in
connection therewith.
  
                 “  Net Profits ” and “ Net Losses ”  shall mean, for any Taxable Year or other period, an
amount equal to the Network’s taxable income or loss for such year or period, determined in accordance with
Code § 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately 
pursuant to Code § 703(a)(1) shall be included in taxable income or loss), with the following adjustments: 
  
                 (a)           Any income of the Network that is exempt from federal income tax and not otherwise 
taken into account in computing Net Profits or Net Losses shall be added to such taxable income or loss;
  
                 (b)           Any expenditures of the Network described in Code § 705(a)(2)(B) or treated as 
Code § 705(a)(2)(B) expenditures pursuant to Regulations § 1.704-1(b)(2)(iv)(i) and not otherwise taken into
account in computing Net Profits or Net Losses shall be subtracted from such taxable income or loss;
  
                 (c)           In the event the Gross Asset Value of any Network asset is adjusted pursuant to 
paragraphs (b) or (c) of the definition of “Gross Asset Value,” the amount of such adjustment shall be taken into
account as gain or loss, as the case may be, from the disposition of such asset for purposes of computing Net
Profits or Net Losses;
  
                (d)           Gain or loss resulting from any disposition of property with respect to which gain or 
loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of
property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset
Value;
  
                (e)           In lieu of depreciation, amortization, and other cost recovery deductions taken into 
account in computing such taxable income or loss, there shall be taken into account Depreciation with respect to
each asset of the Network for such Taxable Year, computed in accordance with the definition of “Depreciation” 
above;
  
  
                                                 Exhibit 3.1 - 13
                                                                                                                     
  
                 (f)           To the extent an adjustment to the adjusted tax basis of any Network asset pursuant to 
Code §§ 734(b) or 743(b) is required pursuant to Regulations § 1.704-1(b)(2)(iv)(m)(4) to be taken into
account in determining Capital Accounts as a result of a Distribution other than in complete liquidation of a
Member’s Units, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the
basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and
shall be taken into account for purposes of computing Net Profits or Net Losses; and
  
                 (g)           Net Profits and Net Losses shall not include any Net Gain from a Sale Transaction or 
Net Loss from a Sale Transaction or any items specifically allocated in Sections 8.6, 8.7, 8.8 and 8.9.
  
                 “ Network Equity Plan ” shall mean that certain TV One, LLC Incentive Award Plan, dated as
of December 16, 2004, as such plan may be amended from time to time with the approval of the Board 
(including the approval of (a) a Comcast Manager, so long as there has not been a Comcast Trigger Event or a
CST Competitor Event, (b) a Radio One Manager, so long as there has not been a Radio One Trigger Event, (c)
a Financial Investor Manager, so long as there has not been a Financial Investor Trigger Event, and (d) if and
only if such amendment would increase the number of Class D Common Units authorized and reserved for
issuance thereunder, a DIRECTV Manager, so long as there has not been a DIRECTV Trigger Event) for
purposes of providing incentives to employees and other representatives of the Network .
  
                 “ Network Sale ” shall have the meaning set forth in the Buy/Sell Agreement.
  
                 “  Network Services Agreement ”  shall mean that certain Radio One Network Services
Agreement, dated as of the Effective Date, between the Network and Radio One, Inc., as amended from time to
time in accordance with the terms thereof.
  
                 “ Non-Class D Members ” shall mean Members other than Class D Members.
  
                 “ Non-Class D Percentage Interest ” shall mean, with respect to any Member, the ratio of a
Member’s Series A Preferred Units, Class A Common Units, Class B Common Units and Class C Common
Units to all outstanding Series A Preferred Units, Class A Common Units, Class B Common Units and Class C
Common Units, expressed as a percentage.
  
                 “ Nonrecourse Deductions ” shall have the meaning set forth in Regulations § 1.704-2(b)(1).
  
                 “ Original Initial Class D Common Units ” shall mean the 2,260,870 Class D Common Units
authorized for issuance under the Network Equity Plan as of December 16, 2004. 
  
                 “ Parent ” shall mean an entity which directly, or indirectly through one or more intermediaries,
owns more than 50% of the Voting Power of a Person.

             “ Payment Direction Letter ” shall mean that certain letter agreement dated the date hereof
among the Network, DIRECTV, Inc. and DIRECTV with respect to the payment of certain launch support
payments.

                 “ Percentage Interest ” shall mean, with respect to any Member, the ratio of a Member’s Units
to all outstanding Units, expressed as a percentage.  Each Member’s initial Percentage Interest shall be set forth
opposite the name of such Member on Schedule A hereto, and such percentage may be adjusted from time to
time pursuant to the terms of this Agreement.
  
                 “ Permitted Transferee ” shall mean (a) with respect to Comcast and its Unit Affiliates, an 
Affiliate of Comcast or a Person that acquires Equity Interests from Comcast and its Unit Affiliates in connection
with a Comcast Strategic Transaction; (b) with respect to Radio One and its Unit Affiliates, an Affiliate of Radio 
One, (c) with respect to a Financial Investor Member, an Affiliate of such Financial Investor Member (d) with 
respect to Constellation, CV II-Delaware, BSC Employee Fund and CVC II Partners and upon a dissolution of
any such Person, Bear Stearns Asset Management or an Affiliate thereof, (e) with respect to DIRECTV, an 
Affiliate of DIRECTV, and (f) with respect to a Class D Member that is admitted as a Member pursuant to 
Section 13.5 hereof, (i) the Network, (ii) a transferee pursuant to the Class D Member’s will or other similar
testamentary disposition or the laws of descent and distribution or (iii) a transferee that is a Class D Controlled 
Entity of such Class D Member.
  
                  “ Person ” shall mean an individual, corporation, partnership, limited liability company, business
trust, estate, unincorporated association, joint venture or other entity of whatever nature.
  
                  “ Put Right Member ” shall mean a Financial Investor Member and/or a DIRECTV Member.
  
                  “ Radio One Agreements ” shall mean the Network Services Agreement and the Advertising
Services Agreement.
  
                  “ Radio One Change of Control Agreement ” shall mean that certain Radio One Change of
Control Agreement, dated as the Effective Date, among the Network, Comcast and Radio One, as amended
from time to time in accordance with the terms thereof.
  
                  “ Radio One, Inc. ” shall mean Radio One, Inc., a Delaware corporation.
  
  
                                                 Exhibit 3.1 - 14
                                                                                                                         
  
                  “ Radio One Registration Rights Agreement ” shall mean that certain Registration Rights
Agreement among Radio One, the Financial Investor Members and DIRECTV, in the form attached hereto as
Schedule D .
  
                  “ Radio One Trigger Event ” shall mean the failure by Radio One and its Unit Affiliates to
collectively own at least 15% of the Units (calculated on a Fully Diluted Basis).
  
                  “  Remaining Commitment Amount ”  shall mean, as to any Member on any date of
determination, the Capital Commitment of such Member minus the total Capital Contributions previously
contributed to the Network by such Member. Whenever this Agreement requires the computation of a
Member’s Remaining Commitment Amount in order to allocate such Member’s obligations to make Capital
Contributions, such computation shall be made immediately prior to the date on which such Capital Contributions
are finally determined and called by the Board.
  
                  “ Regulations ” shall mean, except where the context indicates otherwise, the permanent and
temporary regulations of the Department of the Treasury promulgated under the Code, as such regulations may
be lawfully changed from time to time (including corresponding provisions of succeeding regulations).
  
                  “ Rodgers Employment Agreement ” shall mean that certain Employment Agreement to be
entered into by and between Johnathan Rodgers and the Network.
  
                  “ S Corporation ” shall mean a small business corporation that has an election in effect under
Code Section 1362(a) to be treated as an ‘S corporation’ for tax purposes.
  
                  “ Sale Transaction ” shall mean (i) the sale, transfer or other disposition of all or substantially all
of the assets of the Network, or (ii) the acquisition of the Network by a Person or group of Persons by means of
any transaction or series of related transactions (including, without limitation, any merger, consolidation, or
reorganization), if, following such transaction or transactions, the Persons that were Members immediately prior
to such transaction or transactions beneficially own, directly or indirectly, less than 50 percent of both the then
outstanding equity securities and the combined Voting Power of the then outstanding securities of the purchaser,
transferee or successor; provided, however , that any transaction consummated under Sections 12.1, 12.2,
12.4, 12.5, 12.6, 12.7 or 12.8 hereof or under the provisions of the Radio One Change of Control Agreement or
the Buy/Sell Agreement (excluding a Network Sale under Section 2.3 of the Buy/Sell Agreement) shall not
constitute or be deemed to be a Sale Transaction hereunder.  For the avoidance of doubt, the term “Sale
Transaction” includes a Network Sale.
  
                  “ Secretary ” shall mean the individual selected by the Board from time to time to hold such
office pursuant to Section 4.16 hereof.
  
                  “ Series A Preferred Unit Price ” shall mean $5.00.
  
                  “ Series A Preferred Units ” shall mean equity Units in the Network, designated as “Series A
Preferred Units,” as described in Section 6.1(a) hereof.
  
                  “ State Rate ” shall mean, for each Taxable Year, the highest combined State and local income
(or similar) tax rate applicable to corporations in any single geographical taxing jurisdiction in which the Network
conducts business for such Taxable Year; provided , however , that for any Taxable Year, the Board may select
a lesser tax rate that, in the reasonable good faith judgment of the Board, approximates the combined State and
local tax rates to which the Members’  shares of the net income of the Network likely will be subject for such
Taxable Year.
  
                  “  Subscriber Commitment ”  has the meaning ascribed thereto in the Comcast Affiliation
Agreement.
  
                  “ Subscription Agreement ” shall mean each Subscription Agreement, dated as of the Effective
Date, or in the case of DIRECTV, the date hereof, between an Initial Member and the Network.
  
                “ Substitute Member ” shall mean a Person who has been admitted as a Member pursuant to
Section 13.3 hereof; provided that a Member that acquires Units from another Member shall not be deemed to
be a Substitute Member hereunder.
  
                “ Tax Matters Partner ” shall mean the “tax matters partner” of the Network as defined in
Code § 6231(a)(7). 
  
                “  Tax Rate ”  shall mean, for each Taxable Year, the sum of (a) the Federal Rate for such 
Taxable Year, plus (b) the product of (i) the State Rate for such Taxable Year, multiplied by (ii) 100% minus the 
Federal Rate for such Taxable Year.
  
  
                                                Exhibit 3.1 - 15
                                                                                                                                            
  
                    “ Taxable Year ” shall mean the taxable year of the Network, which shall be the same as the
Fiscal Year unless otherwise agreed to by the Board and all of the Members or as otherwise required by
applicable law.
  
                    “ Transaction Documents ” shall mean this Agreement, the Comcast Affiliation Agreement, the
Radio One Agreements, the Radio One Change of Control Agreement, the Buy/Sell Agreement, the Subscription
Agreements, the Comcast Registration Rights Agreement, the Comcast/Radio One Registration Rights
Agreement, the Radio One Registration Rights Agreement, the DIRECTV Affiliation Agreement, the Payment
Direction Letter and any Joinder Agreement.
  
                    “ Transfer ” shall mean, as a noun, any voluntary or involuntary sale, assignment, transfer, grant,
hypothecation, pledge, encumbrance or other disposition; and, as a verb, voluntarily or involuntarily to sell,
assign, transfer, grant, give away, hypothecate, pledge, encumber or otherwise dispose of, and shall include any
transfer by will, gift or intestate succession.
  
                    “ Unit Affiliate ”  shall mean (a) with respect to Comcast, an Affiliate of Comcast that holds 
Equity Interests; (b) with respect to Radio One, an Affiliate of Radio One that holds Equity Interests, (c) with 
respect to a Financial Investor Member, an Affiliate of such Financial Investor Member that holds Equity
Interests, and (d) with respect to DIRECTV, an Affiliate of DIRECTV that holds Equity Interests, in each case,
provided that such Affiliate acquired such Equity Interests in accordance with the terms and provisions of this
Agreement.
  
                    “ Units ” shall mean the personal property ownership interests in the Network, as designated into
classes in accordance with Article V of this Agreement, including any and all benefits to which the holder of such
personal property ownership interests may be entitled as provided in this Agreement, together with all obligations
of such holder to comply with the terms and provisions of this Agreement, including, but not limited to, the rights
of each Member in the Distributions, Net Profits, Net Losses and Capital Accounts of the Network with respect
to the personal property ownership interests held by such Member.
  
                    “ Voting Power ” shall mean, with respect to a Person, the power to vote, or to direct the voting
of, whether directly or indirectly, through record ownership or any contract, securities that may be cast for the
election of the board of directors or the board of managers (or similar governing body) of such Person.
  
         As used in this Agreement, the following terms shall have the meanings set forth in the respective sections
of this Agreement identified below:
  
Term                                                                                                                                  Section
  
Activities                                                                                                                         19.1(a) 
  
Additional Funding Amount                                                                                        6.1(b) 
  
Adjusted Blocker Proceeds                                                                                          19.14(d)(iii)(1) 
  
Annual Budget                                                                                                               4.21(b) 
  
Asset Sale Put Right                                                                                                      12.2(a) 
  
Blocker Equity Interests                                                                                                19.14(d) 
  
Blocker Liquidity Event                                                                                                 19.14(d) 
  
Blocker Negotiation Termination                                                                                 19.14(d) 
  
Blocker Stock Purchase                                                                                                 19.14(d) 
  
Blocker Stock Purchase Election                                                                                  19.14(d) 
  
Board Materials                                                                                                               4.20(a) 
  
BSC Employee Fund                                                                                                       Preamble 
  
  
                                                                 Exhibit 3.1 - 16
                                                                                                                                                  
  
Call Right Closing                                                                                                           12.1(d) 
  
Call Right Defaulting Person                                                                                         12.1(d) 
  
Call Right Value Determination Date                                                                            12.1(f) 
  
Call Unit Price                                                                                                                   12.1(c) 
  
Call Units                                                                                                                           12.1(b) 
  
Capital Call Notice                                                                                                           6.3 
  
Chairman                                                                                                                           4.9 
  
Chairman Chief Executive Officer Nominees                                                               4.11(b) 
  
Claims                                                                                                                                18.2 
  
Class B Representative                                                                                                   5.2(b)(ii) 
  
Class D Call Acceptance Date                                                                                       12.1(f) 
  
Class D Call Acceptance Notice                                                                                    12.1(f) 
  
Class D Call Exercise Period                                                                                            12.1(f) 
  
Class D Call Participation Request Notice                                                                    12.1(f) 
  
Class D Call Units                                                                                                             12.1(f) 
  
Class D Call Unit Price                                                                                                     12.1(f) 
  
Class D Drag-Along Closing                                                                                          12.5(d) 
  
Class D Drag-Along Notice                                                                                            12.5(d) 
  
Class D Drag-Along Units                                                                                              12.5(d) 
  
Class D Drag-Along Unit Price                                                                                       12.5(d) 
  
Class D Put Acceptance Date                                                                                         12.2(e) 
  
Class D Put Acceptance Notice                                                                                      12.2(e) 
  
Class D Put Closing                                                                                                          12.2(e) 
  
Class D Put Notice                                                                                                            12.2(e) 
  
Class D Put Participation Request Notice                                                                     12.2(e) 
  
Class D Put Units                                                                                                              12.2(e) 
  
Class D Put Unit Price                                                                                                      12.2(e) 
  
Comcast                                                                                                                              Preamble 
  
  
Exhibit 3.1 - 17
                                                                                                                                              
  
Comcast Concept                                                                                                             15.2 
  
Comcast DTV Put Price                                                                                                   12.8(b)(i) 
  
Comcast Manager                                                                                                            4.1(c) 
  
Comcast Programming                                                                                                     15.2 
  
Comcast Put Price                                                                                                             12.2(c)(i) 
  
Comcast Representative                                                                                                  4.20(a) 
  
Comcast Strategic Transaction                                                                                      11.5(a) 
  
Common Units                                                                                                                  5.1(a) 
  
Competition Notice                                                                                                          19.2 
  
Confidential Information                                                                                                 19.3 
  
Consenting Member                                                                                                        19.3 
  
Constellation                                                                                                                    Preamble 
  
Constellation Assumption Amount                                                                              6.1(b) 
  
Constellation Purchase Amount                                                                                   6.1(b) 
  
Constellation Purchaser                                                                                                 6.1(b) 
  
Constellation Representative                                                                                        4.20(b) 
  
Conversion Notice                                                                                                          5.2(e)(iv)(1) 
  
Co-Sale Notice                                                                                                                 11.4(a) 
  
Co-Sale Percentage                                                                                                         11.4(b) 
  
Co-Sale Rights                                                                                                                 11.4(b) 
  
Covered Person                                                                                                               18.1 
  
Covered Persons                                                                                                             18.1 
  
CST Competitor Action                                                                                                  5.2(b)(v) 
  
CV II-Delaware                                                                                                                 Preamble 
  
CVC II Partners                                                                                                                Preamble 
  
  
                                                                 Exhibit 3.1 - 18
                                                                                                                                                
  
Default                                                                                                                              6.6(a) 
  
Default Amount                                                                                                               6.6(c) 
  
Defaulting Member                                                                                                         6.6(a) 
  
Default Notice                                                                                                                  6.6(c)(i) 
  
Derivative Equity Interest Exercise                                                                               12.1(b) 
  
Derivative Equity Interest Exercise Notice                                                                  12.1(b) 
  
DIRECTV                                                                                                                           Preamble 
  
DIRECTV I                                                                                                                        Preamble 
  
DIRECTV II                                                                                                                       Preamble 
  
DIRECTV Derivative Equity Interest Exercise                                                            12.6(b) 
  
DIRECTV Derivative Equity Interest Exercise Notice                                                12.6(b) 
  
DIRECTV Equity Units                                                                                                   12.6(b) 
  
DIRECTV Manager                                                                                                         4.1(f) 
  
DIRECTV Purchase Notice                                                                                            12.6(a) 
  
DIRECTV Purchase Right Closing                                                                               12.6(c) 
  
DIRECTV Purchase Right Value Determination                                                         12.6(a) 
  
DIRECTV Representative                                                                                               4.21(b) 
  
Drag-Along Notice                                                                                                          12.5(a) 
  
Drag-Along Seller                                                                                                            12.5(a) 
  
Drag Along Seller Election                                                                                             12.5(e) 
  
Drag-Along Units                                                                                                            12.5(a) 
  
Drag-Along Value Determination Date                                                                        12.5(e)(i) 
  
DTV Call Exercise Notice                                                                                                12.7(c) 
  
DTV Call Initial Meeting                                                                                                 12.7(c) 
  
DTV Call Initial Meeting Date                                                                                        12.7(c) 
  
DTV Call Right Closing                                                                                                  12.7(d) 
  
DTV Call Right Defaulting Person                                                                                12.7(d) 
  
DTV Call Units                                                                                                                 12.7(c) 
  
DTV Call Unit Price                                                                                                          12.7(c) 
  
  
  
     Exhibit 3.1 - 19
                                                                                                                                           
  
DTV Equity Interest Exercise                                                                                          12.7(b) 
  
DTV Equity Interest Exercise Notice                                                                              12.7(b) 
  
DTV Put Notice                                                                                                                 12.8(a) 
  
DTV Put Participation Notice                                                                                          12.8(c) 
  
DTV Put Right                                                                                                                    12.8 
  
DTV Put Right Closing                                                                                                      12.8(d) 
  
DTV Put Right Defaulting Person                                                                                   12.8(d) 
  
DTV Put Right Determination Date                                                                                12.8(a) 
  
DTV Put Right Exercise Period                                                                                        12.8(a) 
  
  
                                                                 Exhibit 3.1 - 20
                                                                                                                                                
  
DTV Put Units                                                                                                                    12.8(b) 
  
DTV Redemption Closing                                                                                                 12.7(e) 
  
Electronic Transmission                                                                                                   3.8(b) 
  
Event of Dissolution                                                                                                         16.1 
  
Exercise Notice                                                                                                                   12.1(c) 
  
Exercising Drag-Along Seller                                                                                           12.5(e) 
  
Exercising Drag-Along Seller Closing                                                                             12.5(e)(v) 
  
Exercising Drag-Along Units                                                                                            12.5(e)(iii) 
  
Final Accepted Interests                                                                                                   11.3(a)(iii) 
  
Final Adjusted Blocker Proceeds                                                                                     19.14(d) 
  
Final Member Acceptance Period                                                                                    11.3(a)(iii) 
  
Final Preemptive Rights Proportionate Share                                                                 12.3(c) 
  
Final Proportionate Share                                                                                                   6.6(c)(iii) 
  
Financial Investor Manager                                                                                               4.1(e) 
  
Financial Investor Member Offered Interests                                                                 11.3(a)(ii) 
  
Financial Investor Member Preemptive Rights Interests                                              12.3(b) 
  
Financial Investor Member Proportionate Share                                                            6.6(d) 
  
Fiscal Year                                                                                                                            2.10 
  
Forfeited Units                                                                                                                    6.6(b) 
  
Indemnified Person                                                                                                             18.2(a) 
  
Indemnified Persons                                                                                                           18.2(a) 
  
Initial Accepted Interests                                                                                                  11.3(a)(ii) 
  
  
  
                                                                   Exhibit 3.1 - 21
                                                                                                                                                      
  
Initial Meeting                                                                                                                     12.1(c) 
  
Initial Meeting Date                                                                                                            12.1(c) 
  
Initial Member Acceptance Period                                                                                   11.3(a)(ii) 
  
Initial Preemptive Rights Proportionate Share                                                                12.3(b) 
  
Initial Proportionate Share                                                                                                  6.6(c)(ii) 
  
Joinder Agreement                                                                                                              11.1(c) 
  
Liggins                                                                                                                                  4.9 
  
Liquidation                                                                                                                           17.1(a) 
  
Loan                                                                                                                                      6.10(b) 
  
Loan Acceptance Notice                                                                                                   6.10(b) 
  
Loan Notice                                                                                                                         6.10(a) 
  
Manager Change Notice                                                                                                   19.2 
  
Network Acceptance Period                                                                                             11.3(b) 
  
Network Accepted Interests                                                                                             11.3(a)(i) 
  
Network Class D Acceptance Period                                                                               11.3(a)(i) 
  
Network Purchase Obligation                                                                                           5.2(e)(i)(1) 
  
Non-Defaulting Members                                                                                                 6.6(c) 
  
Offer                                                                                                                                     11.3(a) 
  
Offer Notice                                                                                                                        11.3(a) 
  
Offer Price                                                                                                                           11.3(a) 
  
Offered Interests                                                                                                                11.3(a) 
  
Offeror                                                                                                                                 11.3(a) 
  
Opportunity                                                                                                                        Preamble 
  
Opportunity Representative                                                                                            4.20(c) 
  
  
  
                                                                     Exhibit 3.1 - 22
                                                                                                                                                   
  
Pacesetter                                                                                                                            Preamble 
  
Pacesetter Representative                                                                                                4.20(d) 
  
Participation Notice                                                                                                           12.2(c) 
  
Permitted Transfer                                                                                                             11.1(b) 
  
Preemptive Rights                                                                                                              12.3 
Preemptive Rights Notice                                                                                                 12.3(a) 
  
Preferred Units                                                                                                                    5.1(a) 
  
Prohibited Transfer                                                                                                            11.5(a) 
  
Proposed Annual Budget                                                                                                 4.21(a) 
  
Put Closing Date                                                                                                                 12.2(d) 
  
Put Exercise Period                                                                                                             12.2(a) 
  
Put Notice                                                                                                                            12.2(a) 
  
Put Right Closing                                                                                                               12.2(d) 
  
Put Right Defaulting Person                                                                                             12.2(d) 
  
Put Right Value Determination Date                                                                               12.2(a) 
  
Put Units                                                                                                                              12.2(b) 
  
Qualifying Class D Put Units                                                                                           12.2(e) 
  
Radio One                                                                                                                            Preamble 
  
Radio One Chairman Nominees                                                                                       4.9(b) 
  
Radio One DTV Put Price                                                                                                 12.8(c)(ii) 
  
Radio One Manager                                                                                                           4.1(d) 
  
Radio One Put Price                                                                                                           12.2(c)(ii) 
  
Radio One Representative                                                                                                4.20(f) 
  
Redemption Closing                                                                                                          12.1(e) 
  
Refused Interests                                                                                                               11.3(b) 
  
Remaining Equity Interest                                                                                                12.3(c) 
  
Remaining Forfeited Units                                                                                                6.6(c)(iii) 
  
Remaining Offered Interests                                                                                            11.3(a)(iii) 
  
Restricted Period                                                                                                                11.1(a) 
  
Right of First Refusal                                                                                                        11.3(a)(ii) 
  
  
  
                                                                  Exhibit 3.1 - 23
                                                                                                                                                    
  
Sale Notice                                                                                                                          5.4(b)(iv) 
  
Selling Class D Member                                                                                                    12.2(e) 
  
Selling DTV Put Right Member                                                                                        12.8(a) 
  
Selling Put Right Member                                                                                                 12.2(a) 
  
Series A Preferred Representative                                                                                   5.2(e)(ii) 
  
Service                                                                                                                                  2.3 
  
SIS Acquiror                                                                                                                       12.4(a) 
  
SIS Closing                                                                                                                         12.4(a) 
  
SIS Closing Date                                                                                                                12.4(a) 
  
SIS Closing Termination Date                                                                                          12.4(c) 
  
SIS Notice                                                                                                                           12.4(a) 
  
SIS Sale Price                                                                                                                      12.4(a) 
  
Strategic Investor Sale                                                                                                      12.4 
  
Syndicated                                                                                                                          Preamble 
  
Syndicated Representative                                                                                              4.20(e) 
  
Tag-Along Defaulting Person                                                                                         12.4(b) 
  
Tag Along Notice                                                                                                              12.4(b) 
  
Tag Along Seller                                                                                                                12.4(b) 
  
Tag Along Units                                                                                                                12.4(b) 
  
Total Capital Commitment                                                                                                 6.1(a) 
  
TV ONE, LLC                                                                                                                       2.2 
  
Warning Notice                                                                                                                  6.6(a) 
  
                                                                   Exhibit 3.1 - 24
                                                                                                                    


  
         Section 1.2    Construction .   Whenever the context requires, the gender of any word used in this 
Agreement includes the masculine, feminine or neuter, and the number of any word includes the singular or
plural.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without
limitation.”  Unless the context otherwise requires, all references to articles, sections and paragraphs refer to
articles, sections and paragraphs of this Agreement, and the terms “hereof,” “herein,” and other like terms refer to
this Agreement as a whole, including the schedules hereto.
  
         Section 1.3    Headings .   The headings and subheadings in this Agreement are included for 
convenience and identification only and are in no way intended to describe, interpret, define or limit the scope,
extent or intent of this Agreement or any provision hereof.
  
         Section 1.4    Exercise of Rights and Obligations by Affiliated Members .  Subject to the 
provisions of Section 5.2(b)(ii) and 5.2(e)(ii):
  
                          (a)    All Unit Affiliates of Comcast shall exercise all of their rights and receive and
deliver all notices applicable to such Unit Affiliates hereunder jointly among all such Unit Affiliates and Comcast
and solely by and through Comcast;
  
                          (b)    All Unit Affiliates of Radio One shall exercise all of their rights and receive and
deliver all notices applicable to such Unit Affiliates hereunder jointly among all such Unit Affiliates and Radio One
and solely by and through Radio One;
  
                          (c)    All Unit Affiliates of each of Constellation, CV II-Delaware, BSC Employee
Fund, CVC II Partners, Opportunity, Pacesetter and Syndicated (and any Substitute Member that acquires all of
the Units held by such Financial Investor Member) shall exercise all of their rights and receive and deliver all
notices applicable to such Unit Affiliates hereunder jointly among all such Unit Affiliates and such Financial
Investor Member and solely by and through such Financial Investor Member; and
  
                          (d)    All Unit Affiliates of DIRECTV shall exercise all of their rights and receive and
deliver all notices applicable to such Unit Affiliates hereunder jointly among all such Unit Affiliates and DIRECTV
and solely by and through DIRECTV.
  
  
  
                                                  Exhibit 3.1 - 25
                                                                                                               
                                         ARTICLE II
                                                
                                 FORMATION AND ORGANIZATION
  
         Section 2.1    Formation .  The Members have formed the Network as a Delaware limited liability 
company pursuant to the provisions of the Act by filing the Certificate of Formation for the Network with the
Office of the Secretary of State of the State of Delaware in conformity with the Act.  The Network and, if 
required, each of the Members shall execute or cause to be executed from time to time all other instruments,
certificates, notices and documents and shall do or cause to be done all such acts and things (including keeping
books and records and making publications or periodic filings) as may now or hereafter be required for the
formation, valid existence and, when appropriate in accordance with the terms of this Agreement, termination of
the Network as a limited liability company under the laws of the State of Delaware.
  
         Section 2.2    Name.   The name of the Network shall be “ TV ONE, LLC ” and its business shall be
carried on in such name with such variations and changes as the Board shall determine or deem necessary or
desirable to comply with requirements of the jurisdictions in which the Network’s operations are conducted or to
comply with applicable law.
  
         Section 2.3    Business Purpose.   The Network is formed for the sole purpose of developing and 
distributing a television programming service which shall be a professionally produced, advertiser supported,
twenty-four (24) hour per day, seven (7) day per week, programming service consisting of news, information,
entertainment and events targeting the 18-54 year old African-American viewers (the “  Service ”).  The
Network may engage in other business purposes permitted under the Act only upon (a) the approval of the
Board and (b) the prior written consent of the Class B Common Units in accordance with Section 5.2(b)(i) or
5.2(b)(v) hereof .
  
         Section 2.4    Network Powers.   Subject to the terms of this Agreement, the Network and the Board 
(acting on behalf of the Network) shall possess and may exercise all of the powers and privileges permitted by
the Act, together with any powers incidental thereto, so far as such powers and privileges are necessary or
convenient to the conduct, promotion or attainment of the business purposes of the Network specified in Section
2.3 hereof.
  
         Section 2.5    Registered Office and Agent.   The location of the registered office of the Network in 
the State of Delaware shall be 1209 Orange Street, Wilmington, Delaware 19801.  The Network’s registered
agent at such address shall be CT Corporation.  The Board may, from time to time, change the Network’s
registered office or registered agent, and shall forthwith amend the Certificate of Formation to reflect such
change.
  
         Section 2.6    Term.   The existence of the Network commenced on July 10, 2003,  and, subject to 
the provisions of Articles XVI and XVII below, the Network shall have perpetual existence.
  
         Section 2.7    Principal Place of Business.   The principal place of business of the Network shall be 
located at 1010 Wayne Ave, 10th Floor, Silver Spring, Maryland 20910, or at such other location as the Board
may, from time to time, select.
  
         Section 2.8    Title to Network Property.   Legal title to all property of the Network shall be held, 
vested and conveyed in the name of the Network and no real or other property of the Network shall be deemed
to be owned by the Members individually.
  
         Section 2.9    Business Transactions of the Members and Managers with the Network.   In 
accordance with Section 18-107 of the Act and subject to the terms and conditions of this Agreement, each
Member and Manager may lend money to, borrow money from, act as a surety, guarantor or endorser for,
guarantee or assume one or more obligations of, provide collateral for, and transact other business with, the
Network and, subject to applicable law, shall have the same rights and obligations with respect to any such
matter as a Person who is not a Member or Manager.
  
         Section 2.10    Fiscal Year.   The fiscal year of the Network (the “  Fiscal Year ”) for financial
statement purposes shall end on December 31 of each year and the last Fiscal Year shall end on the date on
which the winding up of the Network is completed.  The Board may change the Fiscal Year solely upon receiving 
the written consent of all of the Members.
  
         Section 2.11    Other Qualifications.   The Members agree that the Network shall file or record such 
documents and take such other actions under the laws of any jurisdiction as are necessary or desirable to permit
the Network to do business in any such jurisdiction and/or promote the limitation of liability for the Members in
any such jurisdiction.  Each Member hereby authorizes the Board to take any action that may be necessary or 
desirable in order to permit the Network to do business (or facilitate the doing of business) in any jurisdiction
and/or to promote the limitation of liability for the Members therein; provided that any such action is not in
conflict with any of the terms of this Agreement.
  
         Section 2.12    No State Law Partnership; Tax Classification.   The parties to this Agreement 
agree to form a limited liability company and do not intend to form a partnership under the laws of the State of
Delaware or any other laws; provided, however , that, to the extent permitted by U.S. or other applicable law,
the Network shall be treated as a partnership for U.S. federal, state and local income tax
purposes.  Notwithstanding any other provision of this Agreement, no Member nor any Affiliate of a any 
Member, nor any employee of the Network, may take any action (including the filing of a U.S. Treasury Form
8832 Entity Classification Election) that would cause the Network to be characterized as an entity other than a
partnership for federal income tax purposes without the affirmative approval of the Board.  The Tax Matters 
Partner is hereby authorized and shall take all actions necessary to qualify the Network as a partnership for
federal, state and local income tax purposes.
  
  
                                                Exhibit 3.1 - 26
                                                                                                                   
  
                                                ARTICLE III
                                                      
                                               THE MEMBERS
  
         Section 3.1    Members; Powers of Members.   The name and address of each Initial Member is set 
forth on Schedule A hereto.  Schedules A and B shall be amended from time to time by (a) the Board (without 
any further action by the Members or any class of Members) to reflect the admission of an Additional Member,
Substitute Member or Limited Member in accordance with Article XIII hereof, the Transfer of Units between
Members, the acquisition or forfeiture of Units by Members or the withdrawal of a Member pursuant to Section
13.6 hereof, in each case provided that such actions complied with the terms of this Agreement or (b) the 
Secretary of the Network (without any further action by the Members or any class of Members) to reflect any
updated notice information for a Member or any change in the individual designated as a Series A Preferred 
Representative or Class B Representative properly delivered by such Member to the Network.  The Members 
shall have the power to exercise any and all rights or powers granted to the Members (or individual or groups of
Members) pursuant to the express terms of this Agreement.  Except as otherwise provided in this Agreement or 
specifically required by the Act (which requirement may not be waived or superceded by a contrary provision in
a Delaware limited liability company’s operating agreement) (i) no Person or Persons other than the Board acting
under the authority of this Agreement, and individuals authorized by the Board acting under the authority of the
Board, shall have the power to act for or on behalf of, or to bind, the Network and (ii) no Member shall have the
right to vote upon or consent to any matter.
  
         Section 3.2    Meetings of Members.   Meetings of the Members, for any purpose or purposes, 
unless otherwise prescribed by the Act or by this Agreement, may be called by the Chairman of the Board and
shall be called by the Secretary at the request in writing of any Member or Members owning at least 10% of the
Units on a Fully Diluted Basis.  Such request shall state the purpose or purposes of the proposed 
meeting.  Business transacted at any meeting of the Members will be limited to the purposes stated in the notice. 
  
         Section 3.3    Place of Meetings.   The Board may designate any place, either within or outside of the 
State of Delaware, as the place of meeting for any meeting of the Members.  If no designation is made, the place 
of meeting shall be the principal executive offices of the Network.  Members may participate in a meeting by 
means of a conference telephone or electronic media by means of which all Persons participating in the meeting
can communicate concurrently with each other, and any such participation in a meeting shall constitute presence in
person of such Member at such meeting.
  
         Section 3.4    Notice of Members’ Meetings.
  
                           (a)    Written notice stating the place, day, and hour of the meeting and the purpose for
which the meeting is called shall be delivered not less than ten (10) days nor more than fifty (50) days before the
date of the meeting, by or at the direction of the Person calling the meeting to each Member of record of Units
entitled to vote at such meeting.
  
                           (b)    Notice to Members shall be made and shall be deemed effective in accordance
with Section 19.9 hereof.
  
                           (c)    When a meeting is adjourned to another time or place, notice need not be given of
the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is
taken.  At the adjourned meeting the Network may transact any business that might have been transacted at the 
original meeting.  If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be 
given to each Member holding Units entitled to vote at the meeting.
  
         Section 3.5    Waiver of Notice.
  
                           (a)    When any notice is required to be given to any Member of the Network under the
provisions of Section 3.4 hereof, a waiver thereof in writing signed by the Person entitled to such notice, whether
before, at, or after the time stated therein, shall be equivalent to the giving of such notice.
  
                           (b)    By attending or participating in a meeting, a Member:
  
                                      (i)    waives objection to lack of notice or defective notice of such meeting
     unless the Member, at the beginning of the meeting, objects to the holding of the meeting or the transacting of
     business at the meeting; and
  
                                        (ii)    waives objection to consideration at such meeting of a particular
     matter not within the purpose or purposes described in the meeting notice unless the Member objects to
     considering the matter when it is presented.
  
        Section 3.6    Voting Record.   The Secretary shall make a complete record of the Members entitled 
to vote at each meeting of Members or any adjournment thereof, and the results of any such vote of the
Members.  Members shall be entitled to inspect such voting record during normal business hours at the 
Network’s principal executive offices.
  
  
                                                   Exhibit 3.1 - 27
                                                                                                                     
  
         Section 3.7    Vote Required.   Only those actions that require the approval of the Members (or 
certain individual classes of the Members) under this Agreement or that specifically require the approval of the
Members under the Act (which requirement may not be waived or superceded by a contrary provision in a
Delaware limited liability company’s operating agreement) shall be submitted to the Members for approval.  On 
all matters submitted to all of the Members for approval, the affirmative vote, in person or by proxy, of the
holders of a majority of the outstanding Units entitled to vote shall be the act of the Members, unless the vote of a
greater proportion is required by the Act or this Agreement.
  
         Section 3.8    Action by Written Consent of Members.
  
                         (a)    Any action required or permitted to be taken at any meeting of the Members may
be taken without a meeting if Members holding not less than the minimum number of Units that would be
necessary to approve the action pursuant to the terms of this Agreement consent thereto in writing. Such writing
or writings shall be filed with the minutes of the proceedings of the Members.  In no instance where action is 
authorized by written consent shall a meeting of Members be called or notice be given; however, a copy of the
action taken by written consent shall be maintained with the records of the Network.  Reasonably prompt notice 
of the taking of any action taken without a meeting by less than unanimous written consent shall be given to those
Members who have not consented in writing and who, if the action had been taken at a meeting, would have
been entitled to notice of the meeting if the record date for such meeting had been the date that written consents
signed by a sufficient number of Members to take the action were obtained.  Written consent by the Members 
pursuant to this Section 3.8 shall have the same force and effect as a vote of such Members taken at a duly held
meeting of the Members and may be stated as such in any document.
  
                         (b)    An Electronic Transmission consenting to an action to be taken and transmitted by
a Member, or by a Person or Persons authorized to act for a Member, shall be deemed to be written, signed and
dated for purposes of this Section 3.8, provided that any such Electronic Transmission sets forth or is delivered
with information from which the Network can determine (i) that the electronic transmission was transmitted by the
Member, or by a Person or Persons authorized to act for the Member, and (ii) the date on which such Member
or authorized Person or Persons transmitted such electronic transmission.  The date on which such electronic 
transmission is transmitted shall be deemed to be the date on which such consent was signed.  For the purposes 
of this Agreement, “  Electronic Transmission ”  means any form of communication not directly involving
physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient
thereof and that may be directly reproduced in paper form by such recipient through an automated process.
  
                         (c)    Any copy, facsimile or other reliable reproduction of a consent in writing may be
substituted or used in lieu of the original writing for any and all purposes for which the original writing could be
used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire
original writing.
  
         Section 3.9    No Liability of Members.   All debts, obligations and liabilities of the Network, 
whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Network,
and no Member shall be obligated personally for any such debt, obligation or liability of the Network solely by
reason of being a Member.
  
  
  
                                                  Exhibit 3.1 - 28
                                                                                                                       
  
                                           ARTICLE IV
                                                  
                                    MANAGEMENT OF THE NETWORK
  
         Section 4.1    Management by Board of Managers.   Except for situations in which the approval of 
Members is expressly required by this Agreement or by a provision of the Act (which cannot be waived or
superceded by this Agreement), the powers of the Network shall be exercised by or under the authority of, a
Board of Managers and such Board of Managers may make (or designate to officers of the Network in
accordance with this Agreement the authority to make) all decisions affecting the business and affairs of the
Network.  All decisions made, and all actions taken, by the Board shall be made or taken only with the 
affirmative consent of a majority of the Managers then serving on the Board (each Manager having one vote);
provided , however , that (1) any and all actions to be taken, instructions to be given, determinations to be made
or consents to be given for or on behalf of the Board pursuant to the Radio One Agreements (including, without
limitation, the approval of the Radio One Service Plan and the Radio One Advertising Plan pursuant to the Radio
One Agreements) shall be taken, made or given solely by the approval of any three of the Chief Executive
Officer, a Comcast Manager, the Financial Investor Manager and the DIRECTV Manager, unless otherwise
specifically provided for in the Radio One Agreements, (2) any and all actions to be taken, instructions to be
given, determinations to be made or consents to be given for or on behalf of the Board pursuant to the Comcast
Affiliation Agreement shall be taken or given solely by the approval of any three of the Chief Executive Officer, a
Radio One Manager, the Financial Investor Manager and the DIRECTV Manager, and (3) any and all actions to 
be taken, instructions to be given, determinations to be made or consents to be given for or on behalf of the
Board pursuant to the DIRECTV Affiliation Agreement shall be taken or given solely by the approval of any
three of the Chief Executive Officer, a Radio One Manager, a Comcast Manager and the Financial Investor
Manager.  To the extent necessary, the Chief Executive Officer shall be deemed to be a member of the Board 
solely for the purpose of exercising the approval rights set forth in the preceding sentence.  Each Manager shall 
serve until his or her resignation, removal, incapacity or death.  With respect to the approval rights set forth in (1) 
above, no Comcast Manager shall be permitted to exercise such approval rights following a Comcast Trigger
Event or a CST Competitor Event, no Financial Investor Manager shall be permitted to exercise such approval
rights following a Financial Investor Trigger Event and no DIRECTV Manager shall be permitted to exercise such
approval rights following a DIRECTV Trigger Event (and if (x) a Comcast Trigger Event or a CST Competitor
Event, (y) a Financial Investor Trigger Event and (z) a DIRECTV Trigger Event have occurred, the Chief 
Executive Officer shall have the sole power to exercise such approval rights).  With respect to the approval rights 
set forth in (2) above, no Radio One Manager shall be permitted to exercise such approval rights following a
Radio One Trigger Event, no Financial Investor Manager shall be permitted to exercise such approval rights
following a Financial Investor Trigger Event and (3) no DIRECTV Manager shall be permitted to exercise such
approval rights following a DIRECTV Trigger Event (and if (x) a Radio One Trigger Event, (y) a Financial 
Investor Trigger and (z) a DIRECTV Trigger Event have occurred, the Chief Executive Officer shall have the sole 
power to exercise such approval rights).  With respect to the approval rights set forth in (3) above, no Comcast 
Manager shall be permitted to exercise such approval rights following a Comcast Trigger Event or CST
Competitor Event, no Radio One Manager shall be permitted to exercise such approval rights following a Radio
One Trigger Event and no Financial Investor Manager shall be permitted to exercise such approval rights
following a Financial Investor Trigger Event (and if (x) a Comcast Trigger Event, (y) a Radio One Trigger Event 
and (z) a Financial Investor Trigger Event have occurred, the Chief Executive Officer shall have the sole power to 
exercise such approval rights).  The Board shall consist of at least three (3) but not more than nine (9) Managers, 
the exact number of Managers to be determined as follows:
  
                           (a)    The number of Managers which shall constitute the current Board shall be seven
(7), and shall consist of:
  
                                      (i)    one (1) Manager designated by Comcast, who shall, as of the date
   hereof, be Russ Chandler;
  
                                      (ii)    four (4) Managers designated by Radio One, who shall, as of the date
   hereof, be Alfred C. Liggins, III, Catherine L. Hughes, Terry L. Jones and such other person who will be
   designated by Radio One in a notice to the Network;
  
                                      (iii)    one (1) Manager designated by holders of a majority of the Units held
     by the Financial Investor Members (excluding any Financial Investor Member that is a Limited Member and the
     Units held by such Limited Member), who shall, as of the date hereof, be Dennis Miller; and
  
                                     (iv)    one (1) Manager designated by DIRECTV, who shall, as of the date
     hereof, be Michael Thornton.
  
                         (b)    The number of Managers constituting the entire Board, and the rights of the
Members to designate Managers, shall change from time to time in accordance with the provisions of Section 4.4
hereof.
  
                         (c)    Any Manager being designated by Comcast pursuant to the provisions of Sections
4.1(a) or 4.1(b) hereof shall hereafter be referred to as a “ Comcast Manager .” 
  
                         (d)    Any Manager being designated by Radio One pursuant to the provisions of
Sections 4.1(a) or 4.1(b) hereof shall hereafter be referred to as a “ Radio One Manager .” 
  
                         (e)    Any Manager being designated by the Financial Investor Members pursuant to the
provisions of Section 4.1(a) hereof shall hereafter be referred to as a “ Financial Investor Manager .” 
  
                         (f)    Any Manager being designated by DIRECTV pursuant to the provisions of
Sections 4.1(a) or 4.1(b) hereof shall hereafter be referred to as a “ DIRECTV Manager .” 
  
  
  
                                                 Exhibit 3.1 - 29
                                                                                                                 
  
       Section 4.2    Replacement of Managers.
  
                         (a)    Comcast may at any time designate a replacement for a Comcast Manager by
delivering a written notice of such replacement to the other Managers and the other Members.  Such written 
notice shall state whether such replacement Manager shall be a temporary replacement (in which case a specified
period of time shall be identified during which such replacement Manager will act as a Comcast Manager) or a
permanent replacement.  From and after the date on which the other Managers and the other Members receive 
such notice (subject to any specified period of time designated in such notice for a temporary replacement), (i)
the Comcast replacement Manager shall be deemed to be a Comcast Manager and shall have all authority,
power and capacity accorded to a Manager on the Board (in the event of a temporary replacement, only for such
period of time designated by Comcast in the written notice provided under this Section 4.2(a), following which
such temporary replacement Manager shall be deemed to have automatically resigned), and (ii) the Comcast
Manager being replaced shall be deemed to have resigned from the Board and shall have no authority, power, or
capacity with respect to any matter whatsoever relating to the Board (in the event of a temporary replacement,
only for such period of time designated by Comcast in the written notice provided under this Section 4.2(a),
following which the Comcast Manager that had been temporarily replaced shall be automatically reinstated as a
Comcast Manager).
  
                         (b)    Radio One may at any time designate a replacement for a Radio One Manager by
delivering a written notice of such replacement to the other Managers and the other Members. Such written
notice shall state whether such replacement Manager shall be a temporary replacement (in which case a specified
period of time shall be identified during which such replacement Manager will act as a Radio One Manager) or a
permanent replacement.  From and after the date on which the other Managers and the other Members receive 
such notice (subject to any specified period of time designated in such notice for a temporary replacement), (i)
the Radio One replacement Manager shall be deemed to be a Radio One Manager and shall have all authority,
power and capacity accorded to a Manager on the Board (in the event of a temporary replacement, only for such
period of time designated by Radio One in the written notice provided under this Section 4.2(b), following which
such temporary replacement Manager shall be deemed to have automatically resigned), and (ii) the Radio One
Manager being replaced shall be deemed to have resigned from the Board and shall have no authority, power, or
capacity with respect to any matter whatsoever relating to the Board (in the event of a temporary replacement,
only for such period of time designated by Radio One in the written notice provided under this Section 4.2(b),
following which the Radio One Manager that had been temporarily replaced shall be automatically reinstated as a
Radio One Manager).
  
                         (c)    The Financial Investor Members may at any time designate a replacement for the
Financial Investor Manager by delivering a written notice signed by holders of a majority of the Units held by the
Financial Investor Members (excluding any Financial Investor Member that is a Limited Member and the Units
held by such Limited Member) of such replacement to the other Managers and the other Members. Such written
notice shall state whether such replacement Manager shall be a temporary replacement (in which case a specified
period of time shall be identified during which such replacement Manager will act as a Financial Investor
Manager) or a permanent replacement.  From and after the date on which the other Managers and the other 
Members receive such notice (subject to any specified period of time designated in such notice for a temporary
replacement), (i) the Financial Investor Members replacement Manager shall be deemed to be the Financial
Investor Manager and shall have all authority, power and capacity accorded to a Manager on the Board (in the
event of a temporary replacement, only for such period of time designated by the Financial Investor Members in
the written notice provided under this Section 4.2(c), following which such temporary replacement Manager shall
be deemed to have automatically resigned), and (ii) the Financial Investor Manager being replaced shall be
deemed to have resigned from the Board and shall have no authority, power, or capacity with respect to any
matter whatsoever relating to the Board (in the event of a temporary replacement, only for such period of time
designated by the Financial Investor Members in the written notice provided under this Section 4.2(c), following
which the Financial Investor Manager that had been temporarily replaced shall be automatically reinstated as a
Financial Investor Manager).
  
                         (d)    DIRECTV may at any time designate a replacement for the DIRECTV Manager
by delivering a written notice signed by DIRECTV of such replacement to the other Managers and the other
Members.  Such written notice shall state whether such replacement Manager shall be a temporary replacement 
(in which case a specified period of time shall be identified during which such replacement Manager will act as a
DIRECTV Manager) or a permanent replacement.  From and after the date on which the other Managers and 
the other Members receive such notice (subject to any specified period of time designated in such notice for a
temporary replacement), (i) the DIRECTV replacement Manager shall be deemed to be the DIRECTV Manager
and shall have all authority, power and capacity accorded to a Manager on the Board (in the event of a
temporary replacement, only for such period of time designated by DIRECTV in the written notice provided
under this Section 4.2(d), following which such temporary replacement Manager shall be deemed to have
automatically resigned), and (ii) the DIRECTV Manager being replaced shall be deemed to have resigned from
the Board and shall have no authority, power, or capacity with respect to any matter whatsoever relating to the
Board (in the event of a temporary replacement, only for such period of time designated by DIRECTV in the
written notice provided under this Section 4.2(d), following which the DIRECTV Manager that had been
temporarily replaced shall be automatically reinstated as a DIRECTV Manager).
  
  
  
                                               Exhibit 3.1 - 30
                                                                                                                     
  
        Section 4.3    Vacancies.
  
                          (a)    If at any time a vacancy is created on the Board by reason of the incapacity,
death, removal or resignation of a Comcast Manager, then Comcast shall designate a replacement for the
Comcast Manager by delivering a written notice of such replacement to the other Managers and the other
Members.  From and after the date on which the other Managers and the other Members receive such notice, the 
Comcast replacement Manager shall be deemed to be a Comcast Manager and shall have all authority, power
and capacity accorded to a Manager on the Board.  In the event that a vacancy exists in the position of the 
Comcast Manager for more than ten (10) Business Days, the requirement that a Comcast Manager approve
certain actions under this Agreement shall be deemed to be waived until a replacement Comcast Manager is
designated in accordance with this Section 4.3(a).
  
                          (b)    If at any time a vacancy is created on the Board by reason of the incapacity,
death, removal or resignation of a Radio One Manager, then Radio One shall designate a replacement for the
Radio One Manager by delivering a written notice of such replacement to the other Managers and the other
Members.  From and after the date on which the other Managers and the other Members receive such notice, the 
Radio One replacement Manager shall be deemed to be a Radio One Manager and shall have all authority,
power and capacity accorded to a Manager on the Board.
  
                          (c)    If at any time a vacancy is created on the Board by reason of the incapacity,
death, removal or resignation of the Financial Investor Manager, then holders of a majority of the Units held by
the Financial Investor Members (excluding any Financial Investor Member that is a Limited Member and the
Units held by such Limited Member) shall designate a replacement for the Financial Investor Manager by
delivering a written notice of such replacement to the other Managers and the other Members.  From and after 
the date on which the other Managers and the other Members receive such notice, the Financial Investor
Members replacement Manager shall be deemed to be the Financial Investor Manager and shall have all
authority, power and capacity accorded to a Manager on the Board.
  
                          (d)    If at any time a vacancy is created on the Board by reason of the incapacity,
death, removal or resignation of the DIRECTV Manager, then DIRECTV shall designate a replacement for the
DIRECTV Manager by delivering a written notice of such replacement to the other Managers and the other
Members.  From and after the date on which the other Managers and the other Members receive such notice, the 
DIRECTV replacement Manager shall be deemed to be the DIRECTV Manager and shall have all authority,
power and capacity accorded to a Manager on the Board.
  
        Section 4.4    Changes in Board Size and the Right to Designate Managers.
  
                          (a)    Prior to the occurrence of any of the events set forth in Sections 4.4(b)-(k) hereof,
on any date that the Percentage Interest of Comcast and its Unit Affiliates, collectively, exceed 45%, the number
of Managers comprising the entire Board shall be increased automatically from seven (7) to nine (9) Managers
and the vacancies created thereby shall be filled by one (1) additional Comcast Manager and one (1) additional
Radio One Manager; provided, however , that if the Percentage Interest of Comcast and its Unit Affiliates,
collectively, subsequently cease to exceed 45%, then the number of Managers comprising the entire Board shall
be decreased automatically from nine (9) to seven (7) Managers, to be filled by four (4) Radio One Managers,
one (1) Comcast Manager, one (1) Financial Investor Manager and one (1) DIRECTV Manager, effective
automatically as of the date on which the Percentage Interest of Comcast and its Unit Affiliates, collectively,
subsequently cease to exceed 45%.  For the avoidance of doubt, upon the occurrence of any of the events set 
forth in Sections 4.4(b)-(k) hereof, notwithstanding anything to the contrary in the first sentence of this 
Section 4.4(a), the size and composition of the Board shall be as set forth in the applicable section for such event. 
  
                          (b)    If Comcast and/or Radio One exercise the call right pursuant to Section 12.1
hereof, the number of Managers on the Board and the right to designate such Managers shall change to conform
to the applicable provisions of Section 12.1(c) hereof, such change to be effective from and after the closing of
the purchase of Equity Interests from the Call Right Members in accordance with Section 12.1 hereof;
provided , however , that this Section 4.4(b) shall cease to be applicable after the occurrence of any of the
events set forth in Sections 4.4(d), (e), (f), (g) and (i) hereof. 
  
                         (c)    If all of the Financial Investor Members exercise their put rights pursuant to
Section 12.2 hereof, the number of Managers on the Board and the right to designate such Managers shall
change to conform to the applicable provisions of Section 12.2(c) hereof, such change to be effective from and
after the closing of the purchase of Equity Interests from the Financial Investor Members in accordance with
Section 12.2 hereof; provided, however , that this Section 4.4(c) shall cease to be applicable after the
occurrence of any of the events set forth in Sections 4.4(d), (e), (f), (g) and (i) hereof.
  
                         (d)    In the event Comcast delivers a Board Change Notice to Radio One and the
Network pursuant to Section 2.2 of the Radio One Change of Control Agreement and so long as there has not
been a Comcast Trigger Event prior to the delivery of such Board Change Notice, (i) all but one of the Radio
One Managers on the Board shall be automatically removed (the remaining Radio One Manager to be designated
by Radio One upon receipt of such Board Change Notice) and (ii) Comcast shall be permitted to fill the
vacancies created by the removal of such Radio One Managers with additional Comcast Managers; provided,
however , that Comcast may, in its sole discretion, fill only a portion of such vacancies in which event the total
number of Managers on the Board shall be reduced by the number of vacancies not filled by Comcast.
  
  
  
                                                 Exhibit 3.1 - 31
                                                                                                                    
  
                          (e)    So long as there has not been a Comcast Trigger Event, in the event that Radio
One engages in a Competitive Activity pursuant to Section 19.2 hereof and, as a result thereof, Comcast delivers
a Manager Change Notice (i) all but one of the Radio One Managers on the Board shall be automatically
removed (the remaining Radio One Manager to be designated by Radio One upon the occurrence of such event),
and (ii) Comcast shall be permitted to fill the vacancies created by the removal of such Radio One Managers with
additional Comcast Managers; provided, however ,   that Comcast may, in its sole discretion, fill only a portion
of such vacancies in which event the total number of Managers on the Board shall be reduced by the number of
vacancies not filled by Comcast.
  
                          (f)    In the event of a Radio One Trigger Event, and so long as there has not been a
Comcast Trigger Event prior to such Radio One Trigger Event, if Comcast delivers a written notice to Radio One
and the Network demanding that this Section 4.4(f) be effective, (i) all but one of the Radio One Managers on 
the Board shall be automatically removed (the remaining Radio One Manager to be designated by Radio One
upon the occurrence of such event), and (ii) Comcast shall be permitted to fill the vacancies created by the
removal of such Radio One Managers with additional Comcast Managers; provided, however , that Comcast
may, in its sole discretion, fill only a portion of such vacancies in which event the total number of Managers on the
Board shall be reduced by the number of vacancies not filled by Comcast.
  
                          (g)    In the event of a Comcast Trigger Event, and so long as there has not been a
Radio One Trigger Event and Comcast has not delivered a Manager Change Notice pursuant to Section 19.2
hereof, in each case prior to such Comcast Trigger Event, if Radio One delivers a written notice to Comcast
demanding that this Section 4.4(g) be effective (i) all but one of the Comcast Managers shall be automatically 
removed, and (ii) Radio One shall be permitted to fill the vacancies created by the removal of such Comcast 
Managers; provided , however , that Radio One may, in its sole discretion, elect not to fill such vacancy in which
event the total number of Managers on the Board shall be reduced by the number of vacancies not filled by Radio
One.
  
                          (h)    In the event of a Financial Investor Trigger Event, automatically and without any
further action by the Network, any Member or any Manager (i) the Financial Investor Manager shall be
removed, (ii) the right of the Financial Investor Members to designate a Manager pursuant to Section 4.1 hereof
shall terminate, and (iii) the total number of Managers on the Board shall be reduced by two (2) Managers.
  
                          (i)    In the event of a DIRECTV Trigger Event, automatically and without any further
action by the Network, any Member or any Manager (i) the DIRECTV Manager shall be removed, (ii) the right
of DIRECTV to designate a Manager pursuant to Section 4.1 hereof shall terminate, and (iii) the total number of
Managers on the Board shall be reduced by two (2) Managers.
  
                          (j)    In the event that the total number of Managers on the Board is reduced pursuant to
Section 4.4(h) or (i) above, the number of Radio One Managers shall be reduced from four (4) to three (3) and
Radio One shall deliver a written notice to the Network identifying the three Radio One Managers who shall
remain on the Board of Managers.
  
                          (k)    The right of any Member to designate or vote to designate a Manager shall
automatically terminate on the date such Member becomes a Limited Member in accordance with Section 13.4
hereof or ceases to be a Member in accordance with Section 13.6 hereof.  Upon Comcast or Radio One 
becoming a Limited Member, any Manager designated by such Limited Member shall be removed from the
Board automatically and without any further action on the part of the Network or any Member or Manager and
whichever of Comcast or Radio One is not a Limited Member may fill any vacancy created by the removal of
any such Manager with additional Comcast Managers or Radio One Managers, as applicable.  Upon Comcast 
or Radio One becoming a Limited Member, if there has occurred a Comcast Trigger Event or a Radio One
Trigger Event, as applicable, with respect to whichever of Comcast or Radio One is not a Limited Member, then
the Board shall thereafter consist of five (5) Managers, one of which shall be the Manager appointed by
whichever of Comcast or Radio One is not a Limited Member, one of which shall be the Financial Investor
Manager, one of which shall be the DIRECTV Manager and the remaining two of which shall be appointed by
the written agreement of the other Managers.
  
                          (l)    If Comcast and/or Radio One exercise the call right pursuant to Section 12.7
hereof, the number of Managers on the Board and the right to designate such Managers shall change to conform
to the applicable provisions of Section 12.7(f) hereof, such change to be effective from and after the closing of
the purchase of Equity Interests from the DIRECTV Members in accordance with Section 12.7 hereof;
provided , however , that this Section 4.4(l) shall cease to be applicable after the occurrence of any of the
events set forth in Sections 4.4(d), (e), (f) and (g) hereof.
  
                         (m)    If all of the DIRECTV Members exercise their put rights pursuant to Section 12.8
hereof, the number of Managers on the Board and the right to designate such Managers shall change to conform
to the applicable provisions of Section 12.8(e) hereof, such change to be effective from and after the closing of
the purchase of Equity Interests from the DIRECTV Members in accordance with Section 12.8 hereof;
provided, however , that this Section 4.4(m) shall cease to be applicable after the occurrence of any of the
events set forth in Sections 4.4(d), (e), (f) and (g) hereof.
  
  
                                                Exhibit 3.1 - 32
                                                                                                                   
  
        Section 4.5    Meetings of the Board.
  
                          (a)    The Board shall meet at such times as determined by the Board to be necessary
for the management of the Network’s business.  Meetings of the Board may be called by the Chairman of the 
Board or any Comcast Manager or Radio One Manager on at least three (3) days’  prior written notice of the
time and place of such meeting.  Two-thirds of the Managers then in office shall constitute a quorum for the
transaction of business by the Board.
  
                          (b)    Notice of any Board meeting may be waived by any Manager before or after such
meeting.
  
                          (c)    By attending or participating in a meeting, a Manager:
  
                                       (i)    waives objection to lack of notice or defective notice of such meeting
   unless the Manager, at the beginning of the meeting, objects to the holding of the meeting or the transacting of
   business at the meeting; and
  
                                       (ii)    waives objection to consideration at such meeting of a particular
   matter not within the purpose or purposes described in the meeting notice unless the Manager objects to
   considering the matter when it is presented.
  
                          (d)    Meetings of the Board or committees thereof may be conducted in person or by
conference telephone facilities.  Any action required or permitted to be taken at any meeting of the Board may be 
taken without a meeting if all of the Managers then in office consent thereto in writing (including by Electronic
Transmission), and the writing or writings (including Electronic Transmissions) are filed with the minutes of
proceedings of the Board.  The date on which such Electronic Transmission is transmitted shall be deemed to be 
the date on which such consent was signed.
  
         Section 4.6    Compensation of Managers.   Managers shall not receive any salary or other 
compensation for their services, but shall be reimbursed for their reasonable out-of-pocket expenses incurred in
attending meetings of the Board and any committees thereof.
  
         Section 4.7    Power to Bind Network.   No Manager (acting in his or her capacity as such) shall 
have any authority to bind the Network with respect to any matter except pursuant to a resolution expressly
authorizing such action which resolution is duly adopted by the Board by the affirmative vote required for such
matter pursuant to this Agreement or the Act.
  
         Section 4.8    Committees.   The Board shall designate an Audit Committee, which shall consist of 
four Managers of the Network, and a Compensation Committee, which shall consist of three Managers of the
Network; provided that (a) no more than two of such Managers may be Radio One Managers so long as Radio
One shall have the right to designate a majority of the Managers of the Network, and (b) no more than two of
such Managers may be Comcast Managers so long as Comcast shall have the right to designate a majority of the
Managers of the Network.  The (x) Audit Committee shall be comprised of one Radio One Manager, one 
Comcast Manager, the Financial Investor Manager and the DIRECTV Manager and (y) Compensation
Committee shall be comprised of one Radio One Manager, one Comcast Manager and the Financial Investor
Manager, and, in each case, shall retain such composition until Radio One, Comcast, DIRECTV, or the Financial
Investor Members, as applicable, waive their right (at any time and from time to time) to sit on such committee (in
which case the Board may designate a replacement Manager to sit on such committee).  The Audit Committee 
and the Compensation Committee shall have the authority set forth in (a) and (b) below, respectively.  The Board 
also may designate one or more other committees, each committee to consist of one or more of the Managers of
the Network, provided that (1) so long as there has not been a Comcast Trigger Event or a CST Competitor
Event, no such other committee shall be formed without the approval of one Comcast Manager   or in a manner
which does not conform to the terms of any such approval, (2) so long as there has not been a Radio One
Trigger Event, no such other committee shall be formed without the approval of one Radio One Manager   or in a
manner which does not conform to the terms of any such approval, (3) the Financial Investor Manager, if any,
shall have the right, but not the obligation, to sit on each such committee, (4) the DIRECTV Manager, if any, shall 
have the right, but not the obligation, to sit on each such committee, and (5) following a CST Competitor Event,
one Comcast Manager, if any, shall have the right, but not the obligation, to sit on each such committee.  The 
Board may designate one or more Managers as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of any such committee.  Any committee, to the extent permitted by 
law and provided in the resolution establishing such committee, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the Network.  Each committee shall keep 
regular minutes and report to the Board promptly following each committee meeting.
  
                         (a)    The Audit Committee .   The Audit Committee shall be responsible for reviewing
the Network’s financial statements and overseeing the Network’s financial controls and procedures.  The duties 
of the Audit Committee are the following:  recommending to the Board the independent auditors to be selected in 
accordance with Section 14.2 of this Agreement, reviewing the work completed by the independent auditors
each year, providing direction to the internal audit staff and the independent auditors, reviewing the Network’s
financial statements, reviewing the quarterly and monthly reports to the Members and reporting promptly to the
Board on the activities of such committee.
  
                         ( b )    The Compensation Committee .  The Compensation Committee shall be 
responsible for reviewing and presenting a recommendation to the Board on all matters relating to executive
compensation and employee benefits.  The duties of the Compensation Committee are the following:  reviewing 
and recommending to the Board the salaries, bonus compensation and benefits to be provided to the Network’s
officers, administering the Network Equity Plan, approving grants of options, stock appreciation rights, restricted
stock and other incentives authorized and available under the Network Equity Plan, certification as to the meeting
of applicable performance levels under the Network Equity Plan or with respect to an officer’s bonus
compensation, and reporting promptly to the Board on the activities of such committee.
  
  
  
                                                 Exhibit 3.1 - 33
                                                                                                                      
  
         Section 4.9    Chairman of the Board.   There shall be a Chairman of the Board of the Network (the 
“ Chairman ”) (who shall, as of the date hereof, be Alfred C. Liggins III (“ Liggins ”), who shall serve as such
until the earlier of his or her death, resignation or removal by the Board, with or without cause, which removal
shall require the written consent of the Board, including a Comcast Manager.
  
                          (a)    The Chairman shall have the responsibility for (i) general oversight of the
operations of the Network, (ii) recruiting (subject to hiring approval by the Board, the holders of Class B
Common Units pursuant to Section 5.2(b) hereof (so long as there has not been a Comcast Trigger Event) and
Constellation pursuant to Section 4.18 hereof) a Chief Executive Officer to manage the day-to-day business
operations and affairs of the Network and supervise its other officers, subject to the direction, supervision and
control of the Board, and (iii) reporting to the Board regarding the financial and operational status of the
Network.
  
                          (b)    If, at any time, a vacancy is created in the position of Chairman for any reason,
including by reason of the incapacity, death, removal or resignation of Liggins, then, so long as there has not been
a Comcast Trigger Event, Radio One shall, within thirty (30) days of the date of the vacancy, notify the Board
and Comcast in writing of such vacancy and propose three (3) individuals with significant media experience (at
least one of which shall have significant experience in the cable television industry) to serve as the Chairman (the “ 
Radio One Chairman Nominees ”).  So long as there has not been a Comcast Trigger Event, within fifteen
(15) days of receipt of notice of the Radio One Chairman Nominees and after consultation with the Financial
Investor Members, Comcast shall, in its sole discretion, approve the appointment of one of the Radio One
Chairman Nominees to the position of Chairman, and such individual shall thereupon become Chairman.  In the 
event of a Comcast Trigger Event, the Board shall approve the appointment of one of the Radio One Chairman
Nominees to the position of Chairman, and such individual shall thereupon become Chairman.
  
                          (c)    Notwithstanding Sections 4.9(a) and (b) hereof, if Comcast obtains the right to
designate a majority of the Managers on the Board pursuant to Section 4.4 hereof, Comcast shall also have the
right to appoint, remove and replace the Chairman of the Board in its sole discretion at any time.
  
         Section 4.10    Officers and Related Persons; Retention of Authority by Board; Matters Not
Subject to Approval.
  
                          (a)    The Board shall have the authority to appoint and terminate officers of the
Network in accordance with and subject to the provisions of Sections 4.9 and 4.11 through 4.17 hereof and
retain and terminate employees, agents and consultants of the Network.  The Board may delegate such duties to 
any such officers, employees, agents and consultants as the Board deems appropriate, including the power, acting
individually or jointly, to represent and bind the Network in all matters, in accordance with the scope of their
respective duties; provided, however , that the Board may not delegate any of its duties and obligations under
this Agreement and/or any of the other Transaction Documents and may not delegate any duties that are required
to be exercised by the Board under the Act or any duties that a Board of Directors of a Delaware corporation is
required to retain and exercise under the Delaware General Corporation Law.
  
                          (b)    Without limiting the provisions of Section 4.10(a) hereof or any other provision of
this Agreement, prior approval of the Board shall be required before the Network shall be permitted to take any
of the following actions:
  
                                       (i)    any of the actions that require the prior approval of the holders of the
   Class B Common Units pursuant to Section 5.2(b)(i) or 5.2(b)(v) hereof;
  
                                       (ii)    the entering into, amendment or waiver of the terms of, or termination
   of any contract or agreement (A) providing for receipts to or expenditures by the Network in any 12 month
   period in excess of $1,000,000, (B) for the distribution of the Network’s programming service and (C) with
   any Member or any Affiliate thereof, except as otherwise provided in this Agreement and/or the other
   Transaction Documents;
  
                                       (iii)    any issuance of Class D Common Units;
  
                                      (iv)    any authorization of or incurrence of any indebtedness from any
     Person or Persons in an amount greater than $1,000,000 over any consecutive twelve month period, except as
     otherwise provided in Section 6.10 hereof;
  
                                     (v)    commencing any litigation proceeding; or
  
                                     (vi)    settling any litigation proceeding (A) for an amount in excess of
     $100,000, or (B) involving a Manager or a senior executive officer of the Network.
  
                       (c)    Notwithstanding the provisions of Section 4.10(a) and (b) hereof and any other
provision of this Agreement, a Network Sale consummated in accordance with Section 2.3 of the Buy/Sell
Agreement shall not require the approval of the Network’s officers or Managers and shall be deemed to be
approved on behalf of the Network.  In the event of such a Network Sale, the officers and the Managers of the 
Network shall be obligated to take such actions on behalf of the Network as are necessary and/or appropriate to
consummate such Network Sale in accordance with the provisions of Section 2.3 of the Buy/Sell Agreement.
  
  
  
                                                 Exhibit 3.1 - 34
                                                                                                                     
  
        Section 4.11    Chief Executive Officer.
  
                          (a)    There shall be a Chief Executive Officer of the Network who shall be appointed
by the Board (subject to the prior approval of the holders of the Class B Common Units in accordance with
Section 5.2(b)(i) hereof and to the prior approval of Constellation in accordance with Section 4.18 hereof) and
serve as such until the earlier of his or her death, resignation or removal by the Board, with or without cause.  The 
Chief Executive Officer shall have the responsibility for managing the day-to-day business operations and affairs
of the Network and supervising its other officers, subject to the direction, supervision and control of the
Board.  In general, the Chief Executive Officer shall have such other powers and perform such other duties as 
usually pertain to the office of the Chief Executive Officer of a corporation under Delaware law, as are provided
in the Transaction Documents and as from time to time may be assigned to him or her by the Board (subject to
Section 4.10 hereof), including, without limitation, the authority to appoint and terminate officers of the Network
and retain and terminate employees of the Network to whom the Chief Executive Officer may delegate his or her
duties.  The initial Chief Executive Officer shall be Johnathan Rodgers. 
  
                          (b)    If, at any time, a vacancy is created in the position of Chief Executive Officer for
any reason, including by reason of the incapacity, death, removal or resignation of Johnathan Rodgers, then, the
Chairman shall, within twenty (20) days of the date of the vacancy, notify the Board in writing of such vacancy
and propose three (3) individuals with significant media experience (at least one of which shall have significant
experience in the cable television industry) to serve as the Chief Executive Officer (the “  Chairman Chief
Executive Officer Nominees ”).  Subject to the prior approval of the holders of the Class B Common Units in
accordance with Section 5.2(b)(i) hereof and to the prior approval of Constellation in accordance with Section
4.18 hereof, after consultation with the Comcast, Constellation, the Financial Investor Members and DIRECTV,
the Board shall approve the appointment of one of the Chairman Chief Executive Officer Nominees to the
position of Chief Executive Officer, and such individual shall thereupon become Chief Executive Officer.
  
         Section 4.12    Chief Financial Officer.   There shall be a Chief Financial Officer of the Network 
who shall be appointed by the Board and serve as such until the earlier of his or her death, resignation or removal
by the Board, with or without cause.  In general, the Chief Financial Officer shall have such powers and perform 
such duties as usually pertain to the office of Chief Financial Officer of a corporation under Delaware law.
  
         Section 4.13    Vice Presidents.   The Board may from time to time elect one or more Vice 
Presidents who shall each serve until the earlier of his or her death, resignation or removal by the Board with or
without cause.  Each Vice President shall have such powers and duties as may be assigned to him or her by the 
Board (subject to Section 4.10 hereof) or the Chief Executive Officer.
  
         Section 4.14    Treasurer.   There shall be a Treasurer of the Network who shall be elected by the 
Board and serve as such until the earlier of his or her death, resignation or removal by the Board, with or without
cause.  The Treasurer shall have custody of the Network’s funds and securities, shall keep full and accurate
account of receipts and disbursements, shall deposit all monies and valuable effects in the name and to the credit
of the Network in such depository or depositories as may be designated by the Board, and shall perform such
other duties as may be assigned to him or her by the Board (subject to Section 4.10 hereof) or the Chief
Executive Officer.
  
         Section 4.15    Assistant Treasurers.   The Board may from time to time elect one or more Assistant 
Treasurers who shall each serve until the earlier of his or her death, resignation or removal by the Board with or
without cause.  Each Assistant Treasurer shall have such powers and duties as may be assigned to him or her by 
the Board (subject to Section 4.10 hereof) or the Chief Executive Officer.
  
         Section 4.16    Secretary.   There shall be a Secretary of the Network who shall be elected by the 
Board and serve as such until the earlier of his or her death, resignation or removal by the Board, with or without
cause.  Except as otherwise provided in this Agreement, the Secretary shall keep the minutes of all meetings of 
the Board and of the Members in books provided for that purpose, and shall attend to the giving and service of
all notices.  The Secretary may sign with the Chairman or the President all certificates representing Units of the 
Network, if any, and shall have charge of the transfer books, and other papers as the Board may direct, all of
which shall at all reasonable times be open to inspection by any Manager (or any designee thereof) upon prior
written request at the office of the Network during normal business hours.  The Secretary shall perform such 
other duties as may be assigned to him or her by the Board (subject to Section 4.10 hereof) or the Chief
Executive Officer.
  
         Section 4.17    Assistant Secretaries.   The Board may from time to time elect one or more Assistant 
Secretaries who shall each serve until the earlier of his or her death, resignation or removal by the Board with or
without cause.  Each Assistant Secretary shall have such powers and duties as may be assigned to him or her by 
the Board (subject to Section 4.10 hereof) or the Chief Executive Officer.
  
         Section 4.18    Constellation Special Approval Right.   The prior approval of Constellation shall be 
required in order for the Network to hire, terminate, or establish the compensation for the Chief Executive
Officer; provided that Constellation confirms its approval of the appointment of Johnathan Rodgers as the
Network’s initial Chief Executive Officer; provided , further , that the execution by the Network of the Rodgers
Employment Agreement shall be subject to Constellation’s prior approval; provided, further, however , that the
failure of Constellation to exercise any of its rights hereunder within ten (10) Business Days after written notice to
the Constellation Series A Preferred Representative of the name and credentials of a candidate shall constitute a
waiver by Constellation of its right of approval with respect to, and Constellation shall be deemed to have
approved, such candidate.  Constellation’s approval rights set forth in this Section 4.18 (1) may not be assigned,
in whole or in part, in connection with a Transfer of Units or otherwise, without the prior written approval of
Comcast and Radio One and (2) shall automatically terminate in the event that Constellation and its Unit
Affiliates, collectively, cease to hold at least 5% of the Units in the Network (calculated on a Fully Diluted Basis).
  
         Section 4.19    Legal Counsel.   Each of Comcast, Radio One and DIRECTV shall have the right to 
have counsel of its choosing at all meetings of the Board (including any committee thereof) or the Members, the
cost of such counsel to be borne by Comcast or Radio One or DIRECTV, as applicable.
  
                                                  Exhibit 3.1 - 35
                                                                                                                       
  
        Section 4.20    Board Observation Rights.
  
                          (a)    For so long as there has not been a Comcast Trigger Event, the Network shall
 invite one (1) representative chosen by Comcast (the “ Comcast Representative ”) to attend all meetings of the
 Board of Managers in a non-voting observer capacity and, in this respect, shall, if there is no Comcast Manager,
 give such Comcast Representative copies of all notices, minutes, consents and other Board materials that it
 provides to all Managers (“ Board Materials ”); provided, however , that the Network reserves the right to
 withhold any information and to exclude such Comcast Representative from any meeting, or any portion thereof,
 as is reasonably determined by the Chairman or a majority of the Managers to be necessary to retain attorney-
 client privilege; provided, further, however, that the failure of the Network to provide copies of any Board
 Materials to the Comcast Representative shall not invalidate or form any basis for a claim of invalidation of any
 action taken by the Board.  Comcast shall cause any Comcast Representative to hold any Confidential 
 Information provided to or learned by any Comcast Representative in connection with Comcast’s rights under
 this Section 4.20 in confidence to the extent provided in Section 19.3 hereof.
   
                          (b)    For so long as there has not been a DIRECTV Trigger Event, the Network shall
 invite one (1) representative chosen by DIRECTV (the “DIRECTV Representative”) to attend all meetings of the
 Board of Managers in a non-voting observer capacity and, in this respect, shall, if there is no DIRECTV
 Manager, give such DIRECTV Representative copies of all Board Materials; provided, however , that the
 Network reserves the right to withhold any information and to exclude such DIRECTV Representative from any
 meeting, or any portion thereof, as is reasonably determined by the Chairman or a majority of the Managers to be
 necessary to retain attorney-client privilege; provided, further , however , that the failure of the Network to
 provide copies of any Board Materials to the DIRECTV Representative shall not invalidate or form any basis for
 a claim of invalidation of any action taken by the Board.  DIRECTV shall cause any DIRECTV Representative to 
 hold any Confidential Information provided to or learned by any DIRECTV Representative in connection with
 DIRECTV’s rights under this Section 4.20 in confidence to the extent provided in Section 19.3 hereof.
   
                          (c)    For so long as Constellation (together with its Unit Affiliates) holds greater than
 fifty (50) percent of the Units acquired by Constellation (and its Unit Affiliates) on the Effective Date, the
 Network shall invite one (1) representative chosen by Constellation (the “ Constellation Representative ”) to
 attend all meetings of the Board of Managers in a non-voting observer capacity and, in this respect, shall, if the
 Financial Investor Manager is not designated by Constellation, give such Constellation Representative copies of
 all Board Materials; provided, however , that the Network reserves the right to withhold any information and to
 exclude such Constellation Representative from any meeting, or any portion thereof, as is reasonably determined
 by the Chairman or a majority of the Managers to be necessary to retain attorney-client privilege; provided,
further, however, that the failure of the Network to provide copies of any Board Materials to the Constellation
 Representative shall not invalidate or form any basis for a claim of invalidation of any action taken by the
 Board.  Constellation shall cause any Constellation Representative to hold any Confidential Information provided 
 to or learned by any Constellation Representative in connection with Constellation’s rights under this Section 4.20
 in confidence to the extent provided in Section 19.3 hereof.
   
                          (d)    For so long as Opportunity (together with its Unit Affiliates) holds greater than fifty
 (50) percent of the Units acquired by Opportunity on the Effective Date, the Network shall invite one (1)
 representative chosen by Opportunity (the “ Opportunity Representative ”) to attend all meetings of the Board
 of Managers in a non-voting observer capacity and, in this respect, shall, if the Financial Investor Manager is not
 designated by Opportunity, give such Opportunity Representative copies of all Board Materials; provided,
 however , that the Network reserves the right to withhold any information and to exclude such Opportunity
 Representative from any meeting, or any portion thereof, as is reasonably determined by the Chairman or a
 majority of the Managers to be necessary to retain attorney-client privilege; provided, further, however, that the
 failure of the Network to provide copies of any Board Materials to the Opportunity Representative shall not
 invalidate or form any basis for a claim of invalidation of any action taken by the Board.  Opportunity shall cause 
 any Opportunity Representative to hold any Confidential Information provided to or learned by any Opportunity
 Representative in connection with Opportunity’s rights under this Section 4.20 in confidence to the extent
 provided in Section 19.3 hereof.
   
                          (e)    For so long as Pacesetter (together with its Unit Affiliates) holds greater than fifty
 (50) percent of the Units acquired by Pacesetter on the Effective Date, the Network shall invite one (1)
representative chosen by Pacesetter (the “ Pacesetter Representative ”) to attend all meetings of the Board of
Managers in a non-voting observer capacity and, in this respect, shall, if the Financial Investor Manager is not
designated by Pacesetter, give such Pacesetter Representative copies of all Board Materials; provided,
however , that the Network reserves the right to withhold any information and to exclude such Pacesetter
Representative from any meeting, or any portion thereof, as is reasonably determined by the Chairman or a
majority of the Managers to be necessary to retain attorney-client privilege; provided, further, however, that the
failure of the Network to provide copies of any Board Materials to the Pacesetter Representative shall not
invalidate or form any basis for a claim of invalidation of any action taken by the Board.  Pacesetter shall cause 
any Pacesetter Representative to hold any Confidential Information provided to or learned by any Pacesetter
Representative in connection with Pacesetter’s rights under this Section 4.20 in confidence to the extent provided
in Section 19.3 hereof.
  
  
  
                                                 Exhibit 3.1 - 36
                                                                                                                      
  
                          (f)    For so long as Syndicated (together with its Unit Affiliates) holds greater than fifty
(50) percent of the Units acquired by Syndicated on the Effective Date, the Network shall invite one (1)
representative chosen by Syndicated (the “ Syndicated Representative ”) to attend all meetings of the Board
of Managers in a non-voting observer capacity and, in this respect, shall, if the Financial Investor Manager is not
designated by Syndicated, give such Syndicated Representative copies of all Board Materials; provided,
however , that the Network reserves the right to withhold any information and to exclude such Syndicated
Representative from any meeting, or any portion thereof, as is reasonably determined by the Chairman or a
majority of the Managers to be necessary to retain attorney-client privilege; provided, further, however, that the
failure of the Network to provide copies of any Board Materials to the Syndicated Representative shall not
invalidate or form any basis for a claim of invalidation of any action taken by the Board.  Syndicated shall cause 
any Syndicated Representative to hold any Confidential Information provided to or learned by any Syndicated
Representative in connection with Syndicated’s rights under this Section 4.20 in confidence to the extent
provided in Section 19.3 hereof.
  
                          (g)    During any period of time in which Radio One does not have the right to designate
a majority of the Managers on the Board and for so long as there has not been a Radio One Trigger Event, the
Network shall invite one (1) representative chosen by Radio One (the “  Radio One Representative ”) to
attend all meetings of the Board of Managers in a non-voting observer capacity and, in this respect, shall, if there
is no Radio One Manager, give such Radio One Representative copies of all Board Materials; provided,
however , that the Network reserves the right to withhold any information and to exclude such Radio One
Representative from any meeting, or any portion thereof, as is reasonably determined by the Chairman or a
majority of the Managers to be necessary to retain attorney-client privilege; provided, further, however, that the
failure of the Network to provide copies of any Board Materials to the Radio One Representative shall not
invalidate or form any basis for a claim of invalidation of any action taken by the Board.  Radio One shall cause 
any Radio One Representative to hold any Confidential Information provided to or learned by any Radio One
Representative in connection with Radio One’s rights under this Section 4.20 in confidence to the extent provided
in Section 19.3 hereof.
  
         Section 4.21    Adoption of the Annual Budget.
  
                          (a)    At least sixty (60) days prior to the last day of each calendar year (beginning with
the year 2005), the Chief Executive Officer shall present a proposed annual budget (the “ Proposed Annual
Budget ”) to the Board, such Proposed Annual Budget to contain detailed projections covering the Network’s
anticipated revenues and expenses for the applicable period.
  
                          (b)    The Chairman shall call a meeting of the Board as soon as practicable after the
delivery of the Proposed Annual Budget to the Board, which meeting shall take place no later than thirty (30)
days prior to the end of the applicable calendar year.  At this meeting the Board shall approve the Proposed 
Annual Budget, with such changes as the Board may approve (in the form approved by the Board, the “ Annual
Budget ”  ).  Notwithstanding the foregoing, the approval of the Annual Budget by the Board shall not be
deemed to be a waiver of the special approval rights of certain Managers set forth in Section 4.1 hereof or the
special approval rights of the holders of Class B Common Units or Series A Preferred Units pursuant to Sections
5.2(b)(i), 5.2(b)(v) or 5.2(e)(i) hereof, respectively, with respect to items contained in the Annual Budget.
  
                          (c)    A copy of the Annual Budget shall be provided to each Member within ten (10)
Business Days of approval by the Board.
  
                          (d)    The Chairman shall call a meeting of the Board as soon as practicable after the
delivery of a proposed Radio One Service Plan (pursuant to the Network Services Agreement) or a proposed
Radio One Advertising Plan (pursuant to the Advertising Services Agreement) to the Board, which meeting (or
meetings) shall take place no later than twenty-five (25) days after delivery thereof.  At this meeting (or meetings), 
the Board (in accordance with Section 4.1 hereof) shall deliver to Radio One comments to such plan in
accordance with the Network Services Agreement or the Advertising Services Agreement, as applicable.  The 
Chairman shall call a meeting of the Board as soon as practicable after delivery of a revised Radio One Service
Plan or a revised Radio One Advertising Plan to the Board, which meeting (or meetings) shall take place no later
than ten (10) days after delivery thereof.  At this meeting (or meetings), the Board (in accordance with Section 
4.1 hereof) shall vote to approve the revised Radio One Service Plan or the revised Radio One Advertising Plan,
as applicable, in the form delivered or with such changes as the Board may approve at such meeting (or
meetings).
  
  
  
                                           Exhibit 3.1 - 37
                                                                                                              
                                                    
                                             ARTICLE V
                                                    
                                         CAPITAL STRUCTURE
  
       Section 5.1    Authorized Units.
  
                          (a)    The Network is authorized to issue two (2) classes of Units designated as “ 
Common Units ”  and “ Preferred Units ,”  respectively.  The total number of Units which the Network is 
authorized to issue is 81,590,791 Units, of which 50,537,083 shall be Common Units and 31,053,708 shall be
Preferred Units.  The total number of authorized Units, and the number of authorized Preferred Units, shall be 
reduced (at any time and from time to time) in each case by the number of Series A Preferred Units converted
into Class A Common Units in accordance with Section 5.2(e)(iv) hereof.
  
                          (b)    As of the date hereof, there are four (4) separate classes of Common Units
designated as “ Class A Common Units ”, “ Class B Common Units ”, “ Class C Common Units ”, and “ 
Class D Common Units .” The total number of Class A Common Units which the Network has authority to
issue is thirty-one million, fifty-three thousand, seven hundred eight (31,053,708) Class A Common Units; the
total number of Class B Common Units which the Network has authority to issue is thirteen million, five hundred
sixty five thousand, two hundred seventeen (13,565,217) Class B Common Units; the total number of Class C
Common Units which the Network has authority to issue is three million, three hundred ninety-one thousand,
three hundred four (3,391,304) Class C Common Units; and the total number of Class D Common Units which
the Network has authority to issue is two million, five hundred twenty-six thousand, eight hundred fifty-four
(2,526,854) Class D Common Units.
  
  
                                               Exhibit 3.1 - 38
                                                                                                                          
  
                           (c)    As of the date hereof, there is a single class of Preferred Units designated as “ 
Series A Preferred Units .”  The total number of Series A Preferred Units which the Network has authority to
issue is thirty one million, fifty-three thousand, seven hundred eight (31,053,708) Series A Preferred Units.
  
          Section 5.2    Rights of Designated Common Units and Preferred Units.   The classes and series 
of Common Units and Preferred Units designated as of the date hereof shall have the following rights, preferences
and limitations (subject to the restrictions and limitations on the rights of any Limited Member as set forth in
Section 13.4 hereof):
  
                           (a)    Class A Common Units .
  
                                         (i)    Voting Rights .  Subject to Section 13.4 hereof, each Member holding 
   Class A Common Units shall have the right to one vote per Class A Common Unit held, and shall be entitled to
   notice of any Members’ meeting in accordance with this Agreement, and shall be entitled to vote upon such
   matters and in such manner as may be provided by the Act or this Agreement.
  
                                         (ii)    Other Rights .  Subject to Section 13.4 hereof, each holder of Class A 
   Common Units shall have rights applicable to all Members (in their capacity as Members without regard to any
   rights attributable to any specific class or series of Units) and otherwise provided hereunder expressly for
   Members holding Class A Common Units.
  
                           (b)    Class B Common Units .
  
                                         (i)    Voting Rights .  Subject to Section 13.4 hereof, each Member holding 
   Class B Common Units shall have the right to one vote per Class B Common Unit held, and shall be entitled to
   notice of any Members’ meeting in accordance with this Agreement, and shall be entitled to vote upon such
   matters and in such manner as may be provided by the Act or this Agreement.  In addition to the foregoing and 
   notwithstanding any other provision to the contrary in this Agreement, none of the following actions shall be
   taken by the Network without (and the Board and officers, on behalf of the Network, shall not take such action
   without) the prior approval of Comcast; provided that the approval rights set forth below shall terminate
   following a Comcast Trigger Event.
  
                                               (1)    any amendment or termination of this Agreement, except that any
holder of Class B Common Units whose Offered Interests are being acquired by the Network pursuant to
Section 11.3 hereof (provided that such Offered Interests include all of such holder’s Class B Common Units)
shall be conclusively deemed to have voted in favor of approving such amendment (irrespective of any notice or
other action to the contrary) in the event such amendment involves an amendment to this Agreement to create a
new class or series of Units for the purpose of, and the creation of which is conditioned upon, the sale of such
new class or series of Units solely to fund the purchase of such holder’s Offered Interests pursuant to
Section 11.3 hereof; provided that no such amendment, or creation or issuance of such new class or series of
Units, shall be effective until the closing of the purchase of all of the Offered Interests by the Network pursuant to
Section 11.3; 
  
                                               (2)    any amendment, modification or termination of the Certificate of
Formation, except to change the Network’s registered office or registered agent;
  
                                               (3)    any creation of a new class or series of Units or reclassification of
the existing Units, in either case which provides for any rights or preferences equal to or greater than those
provided in this Agreement for the Class B Common Units, except that any holder of Class B Common Units
whose Offered Interests are being acquired by the Network pursuant to Section 11.3 (provided that such 
Offered Interests include all of such holder’s Class B Common Units) shall be conclusively deemed to have voted
in favor of approving such creation or reclassification (irrespective of any notice or other action to the contrary) if
the creation of such new class or series of Units, or reclassification of existing Units, is made for the purpose of,
and is conditioned upon, the sale of such new or reclassified class or series of Units solely to fund the purchase of
such holder’s Offered Interests pursuant to Section 11.3; provided that no creation of such new class or series of
Units, or reclassification of existing Units, shall be effective until the closing of the purchase of all of such holder’s
Offered Interests by the Network pursuant to Section 11.3; 
  
                                        (4)    entering into any agreement or other document to effect a Sale
Transaction or the consummation of any Liquidation;
  
                                        (5)    any Distribution, unless such Distribution is a Mandatory Tax
Distribution approved by the Board or is otherwise expressly provided for in this Agreement;
  
                                        (6)    any redemption, purchase or other acquisition of any outstanding
Units, except as otherwise expressly provided in this Agreement, the other Transaction Documents or the
Network Equity Plan;
  
                                        (7)    except as otherwise provided in this Agreement, any change in the
authorized number of Managers on the Board;
  
  
  
                                                Exhibit 3.1 - 39
                                                                                                                     
  
                                           (8)    the hiring and setting of the compensation of the Chief Executive
Officer and the officer in charge of the programming for the Network and the termination or material alteration of
the compensation of the Chief Executive Officer and the officer in charge of programming;    provided that
Comcast hereby approves of the appointment of Johnathan Rodgers as the Network’s initial Chief Executive
Officer, provided , further , that the execution by the Network of the Rodgers Employment Agreement shall be
subject to Comcast’s prior approval;
  
                                           (9)    any alteration of or change in any material respect in the
programming content or direction of the Network identified in Section 2.3 hereof ;
  
                                           (10)    any authorization of or incurrence of any indebtedness from any
Person or Persons in an amount greater than $10,000,000 during any consecutive twelve month period, except
as otherwise provided in Section 6.10 hereof;
  
                                           (11)    any authorization or issuance of Units or Equity Interests
(including, without limitation, any debt securities convertible into Units or Equity Interests), except for
(x) authorized Class D Common Units pursuant to the Network Equity Plan and (y) Class A Common Units 
issued or issuable upon conversion of the Series A Preferred Units, except that any holder of Class B Common
Units whose Offered Interests are being acquired by the Network pursuant to Section 11.3 (provided that such 
Offered Interests include all of such holder’s Class B Common Units) shall be conclusively deemed to have voted
in favor of approving the issuance of Units or Equity Interests (irrespective of any notice or other action to the
contrary) if the issuance of such Units or Equity Interests is made for the purpose of funding, and is conditioned
upon, the purchase of all of such holder’s Offered Interests pursuant to Section 11.3; provided that no such
issuance shall be effective until the closing of the purchase of all of such holder’s Offered Interests by the
Network pursuant to Section 11.3; 
  
                                           (12)    any acquisition of (whether by merger, consolidation, stock or
asset acquisition or otherwise), or investment in, any other business in a single transaction or series of related
transactions with an aggregate value of more than $1,000,000;
  
                                           (13)    any creation of a Network subsidiary, unless Comcast and its
Unit Affiliates hold all the same voting and other rights and preferences with respect to such subsidiary as
Comcast and its Unit Affiliates hold in the Network as of the time of the creation of the Network subsidiary;
  
                                           (14)    the entering into or approval of any transaction or agreement
with Radio One, any Financial Investor Member, any Member holding (together with its Affiliates) at least 5% of
the outstanding Units in the Network, calculated on a Fully Diluted Basis (or any officer or director of such
Member), or any Affiliate of the Network or such Members, other than as contemplated by this Agreement
and/or the other Transaction Documents; or
  
                                           (15)    the entering into of any commitment to do any of the things listed
in this Section 5.2(b)(i) unless expressly conditioned upon the approval required under this Section 5.2(b)(i) .
  
                                      (ii)    Class B Representative .  To facilitate the taking of any action 
   contemplated by Section 5.2(b)(i) or 5.2(b)(v), each holder of Class B Common Units hereby appoints as its
   representative and proxy the individual whose name is set forth on Schedule B to this Agreement (the “ Class
   B Representative ”).  The holders of Class B Common Units may, but shall not be required to, appoint the
   same individual as a Class B Representative as such holder’s Series A Preferred Representative.  The holders 
   of Class B Common Units may from time to time change the Class B Representative by providing written
   notice of such change to the Network, but at no time shall there be more than one Class B
   Representative.  Notwithstanding anything to the contrary in any provision of this Agreement, all rights set forth 
   in Section 5.2(b)(i) or 5.2(b)(v) hereof of Members holding any Class B Common Units shall be exercised 
   exclusively by the Class B Representative on behalf of such Members.  The Network shall submit all requests 
   for approval of any action contemplated by Section 5.2(b)(i) or 5.2(b)(v) hereof (together with all related 
   documents and information reasonably necessary for the Class B Representative to make an informed decision
   with respect to such approval) to the Class B Representative (and to the other Persons identified on Schedule
   B to receive copies for the Class B Representative) in writing at the address set forth on Schedule B 
     hereto.  Such writing shall be deemed to be received by the Class B Representative and by the holders of the 
     Class B Common Units in accordance with Section 19.9 hereof. 
  
                                        (iii)    Deemed Consent .  If the Class B Representative has not consented 
     or objected to the taking of any action contemplated by Section 5.2(b)(i) or 5.2(b)(v) hereof on behalf of the 
     holders of the Class B Common Units by written notice to the Chairman and the Chief Executive Officer within
     thirty (30) days following receipt of notice from the Network proposing to take such action, then the holders of
     the Class B Common Units will be deemed to have approved and consented to such action requiring approval
     under Section 5.2(b)(i) or 5.2(b)(v) hereof. 
  
                                       (iv)    Other Rights . Subject to Section 13.4 hereof, each holder of Class B
     Common Units shall have rights applicable to all Members (in their capacity as Members without regard to any
     rights attributable to any specific class or series of Units) and otherwise provided hereunder expressly for
     Members holding Class B Common Units.
  
  
  
                                                   Exhibit 3.1 - 40
                                                                                                                      
  
                                        (v)    CST Competitor Actions .  Notwithstanding the foregoing provisions 
     of this Section 5.2(b), if a CST Competitor Event shall have occurred, then (A) the approval rights set forth in
     clauses 5.2(b)(i)(1)-(15) hereof shall be irrevocably terminated and (B) so long as no Comcast Trigger Event
     has occurred, the holder of Class B Common Units    shall have the right to vote separately or, where
     appropriate, with the Financial Investor Members on each of the following matters (each, a “ CST Competitor
     Action ”) and no CST Competitor Action shall be taken by the Network (and the Board and officers, on
     behalf of the Network, shall not take any such action) if (x) the holders of a majority of the Class B Common
     Units, (y) so long as there has not been a Financial Investor Trigger Event, at least two (2) Financial Investor
     Members, and (z) so long as there has not been a DIRECTV Trigger Event, DIRECTV object to such CST
     Competitor Action:
  
                                           (1)    any amendment or termination of this Agreement, except that any
holder of Class B Common Units whose Offered Interests are being acquired by the Network pursuant to
Section 11.3 hereof (provided that such Offered Interests include all of such holder’s Class B Common Units)
shall be conclusively deemed to have voted in favor of approving such amendment (irrespective of any notice or
other action to the contrary) in the event such amendment involves an amendment to this Agreement to create a
new class or series of Units for the purpose of, and the creation of which is conditioned upon, the sale of such
new class or series of Units solely to fund the purchase of such holder’s Offered Interests pursuant to
Section 11.3 hereof; provided that no such amendment, or creation or issuance of such new class or series of
Units, shall be effective until the closing of the purchase of all of the Offered Interests by the Network pursuant to
Section 11.3; 
  
                                           (2)    any redemption, purchase or other acquisition of any outstanding
Units, except as otherwise expressly provided in this Agreement, the other Transaction Documents or the
Network Equity Plan;
  
                                           (3)    the entering into or approval of any transaction or agreement with
Radio One, any Financial Investor Member, any Member holding (together with its Unit Affiliates) at least 5% of
the Units in the Network, calculated on a Fully Diluted Basis (or any officer or director of such Member), or any
Affiliate of the Network or such Members, other than on terms that are at least as favorable to the Network as
terms that would be available to the Network from an independent third party (as reasonably determined by the
Managers that have not been designated by the Member entering into such transaction or agreement with the
Network), or as contemplated by this Agreement and/or the other Transaction Documents;
  
                                           (4)    the entering into of any commitment to do any of the things listed
in this Section 5.2(b)(v) unless expressly conditioned upon the approval required under this Section 5.2(b)(v).
  
The rights of the holders of a majority of the Class B Common Units and at least two (2) Financial Investor
Members to vote on a CST Competitor Action as provided above are in addition to, and do not supercede, the
rights of certain Members to vote on such CST Competitor Actions pursuant to Section 5.2(e)(i) in the event
such Members hold Series A Preferred Units.

                           (c)    Class C Common Units .
  
                                     (i)    Voting Rights .  Subject to Section 13.4 hereof, each Member holding 
     Class C Common Units shall have the right to one vote per Class C Common Unit held, and shall be entitled to
     notice of any Members’ meeting in accordance with this Agreement, and shall be entitled to vote upon such
     matters and in such manner as may be provided by the Act or this Agreement.
  
                                       (ii)    Other Rights .  Subject to Section 13.4 hereof, each holder of Class C 
     Common Units shall have rights applicable to all Members (in their capacity as Members without regard to any
     rights attributable to any specific class or series of Units) and otherwise provided hereunder expressly for
     Members holding Class C Common Units.
  
                           (d)    Class D Common Units .
  
                                       (i)    Voting Rights .  (A) Except as set forth in subparagraph (B) hereof, the 
     Class D Common Units shall be non-voting; (B) if an Initial Member or any of its Unit Affiliates holds Class D 
     Common Units, such Initial Member or such Unit Affiliates, as applicable, shall have the right to vote with
     respect to each Class D Common Unit held as if such Class D Common Unit were a Series A Preferred
     Unit.  For clarification, and not in limitation of the rights of the Initial Members or their respective Unit Affiliates 
     hereunder, any votes cast by an Initial Member or its Unit Affiliates with respect to any Class D Common Units
     held by such Initial Member or its Unit Affiliates, as applicable, shall be aggregated with any votes cast by such
     Initial Member and its Unit Affiliates with respect to the Series A Preferred Units held by such Initial Member
     and its Unit Affiliates, as applicable, pursuant to Section 5(e)(i) below. 
  
                                      (ii)    Other Rights .  Subject to Section 13.4 and Section 5.2(d)(i) hereof, 
     each holder of Class D Common Units shall have rights applicable to all Members (in their capacity as
     Members without regard to any rights attributable to any specific class or series of Units) and otherwise
     provided hereunder expressly for Members holding Class D Common Units.
  
  
  
                                                       Exhibit 3.1 - 41
                                                                                                                      
  
                           (e)    Series A Preferred Units .
  
                                         (i)    Voting Rights .  Subject to Section 13.4 hereof, each Member holding 
     Series A Preferred Units shall have the right to one vote per Series A Preferred Unit held, and shall be entitled
     to notice of any Members’ meeting in accordance with this Agreement, and shall be entitled to vote upon such
     matters and in such manner as may be provided by the Act or this Agreement.  Notwithstanding any other 
     provision in this Agreement, none of the following actions shall be taken by the Network (A) without (and the 
     Board and officers, on behalf of the Network, shall not take such action without) the prior approval of (1) the
     holders of at least fifty percent (50%) of the outstanding Series A Preferred Units, the holders of which are
     entitled to vote hereunder,    (2) Constellation and at least one other Financial Investor Member that is not an
     Affiliate of Constellation (or, if Constellation is not a Member, any two Financial Investor Members or, if there
     is only one Financial Investor Member, such Financial Investor Member); provided that this subsection (2) shall
     cease to be applicable in the event of a Financial Investor Trigger Event, and (3) Radio One; provided that this 
     subsection (3) shall cease to be applicable in the event of a Radio One Trigger Event; and (B) if both 
     Constellation and DIRECTV object to such action; provided, that this subsection (B) shall cease to be
     applicable in the event of a Financial Investor Trigger Event or a DIRECTV Trigger Event:
  
                                           (1)    any amendment or termination of this Agreement; except that any
Member whose Units are being acquired in connection with a Network Purchase Obligation shall be conclusively
deemed to have voted in favor of approving such amendment (irrespective of any notice or other action to the
contrary) in the event such amendment involves an amendment to this Agreement to create a new class or series
of Units for the purpose of, and the creation of which is conditioned upon, the sale of such new class or series of
Units solely to fund (A) the redemption of Call Units pursuant to Section 12.1(c)(iv) and Section 12.1(e) hereof, 
(B) the purchase of Put Units pursuant to Section 12.2 hereof, (C) the purchase of Radio One Put Right Units 
pursuant to Section 2.4(d) of the Radio One Change of Control Agreement, (D) the purchase of Comcast Put 
Right Units pursuant to Section 2.7(d) of the Buy/Sell Agreement and (E) the purchase of such Member’s
Offered Interests, constituting all of such Member’s Series A Preferred Units, by the Network pursuant to
Section 11.3; ((A), (B), (C), (D) and (E), each a “ Network Purchase Obligation ”); provided that no such
amendment, or creation or issuance of such new class or series of Units shall be effective until the closing of the
applicable Network Purchase Obligation;
  
                                           (2)    any amendment, modification or termination of the Certificate of
Formation, except to change the Network’s registered office or registered agent;
  
                                           (3)    any creation of a new class or series of Units or reclassification of
the existing Units, in either case which provides for preferences equal to or greater than those provided in this
Agreement for the Series A Preferred Units, except that any Member whose Units are being acquired in
connection with a Network Purchase Obligation shall be conclusively deemed to have voted in favor of
approving such creation (irrespective of any notice or other action to the contrary) if the creation of such new
class or series of Units, or reclassification of existing Units, is made for the purpose of, and is conditioned upon,
the sale of such new or reclassified class or series of Units solely to fund such Network Purchase Obligation,
provided that no such creation of a new class or series of Units, or reclassification of existing Units, shall be
effective until the closing of the applicable Network Purchase Obligation;
  
                                           (4)    the entering into an agreement or other document for a Sale
Transaction or the consummation of any Liquidation, in either case, during the period commencing on the
Effective Date and ending on the third anniversary of the Launch Date;
  
                                           (5)    any Distribution, unless such Distribution is a Mandatory Tax
Distribution approved by the Board or is otherwise expressly provided for in this Agreement;
  
                                           (6)    any redemption, purchase or other acquisition of any outstanding
Units, except as otherwise expressly provided in this Agreement, the other Transaction Documents or the
Network Equity Plan;
  
                                           (7)    except as otherwise expressly provided in this Agreement,
changing the authorized number of Managers on the Board;
  
                                          (8)    the entering into or approval of any transaction or agreement with
Comcast, Radio One, any Financial Investor Member, any Member holding (together with its Unit Affiliates) at
least 5% of the Units in the Network, calculated on a Fully Diluted Basis (or any officer or director of such
Member), or any Affiliate of the Network or such Members, other than on arms-length terms (as reasonably
determined by the Managers that have not been designated by the Member entering into such transaction or
agreement with the Network), or as contemplated by this Agreement and/or the other Transaction Documents,
except that (A) any Member whose Units are being acquired in connection with a Network Purchase Obligation
shall be deemed to have voted in favor of approving such transaction or agreement (irrespective of any notice or
other action to the contrary) if such transaction or agreement is made for the purpose of, and is conditioned upon,
the funding of such Network Purchase Obligation and (B) any Member entering into such transaction or
agreement with the Network (and such Member’s Unit Affiliates) shall be conclusively deemed to have voted in
favor of approving such transaction or agreement (irrespective of any notice or other action to the contrary);
  
  
  
                                                 Exhibit 3.1 - 42
                                                                                                                   
                                                  (9)    the entering into of any
commitment to do any of the things listed in this Section 5.2(e)(i) unless expressly conditioned upon the approval
required under this Section 5.2(e)(i) .
  
                                      (ii)    Series A Preferred Representatives .  To facilitate the taking of any 
   action contemplated by Section 5.2(e)(i) above, each Initial Member holding Series A Preferred Units hereby
   appoints as its representative and proxy the individual whose name is set forth opposite such holder’s name on
   Schedule B to this Agreement (each, a “ Series A Preferred Representative ”).  Each Unit Affiliate of each
   Initial Member hereby appoints the Series A Preferred Representative of such Initial Member, respectively (as
   such Series A Preferred Representative may be changed from time to time as provided herein), as its Series A
   Preferred Representative.  In no case shall any holder of Series A Preferred Units have more than one Series A 
   Preferred Representative. Each Initial Member may from time to time change its Series A Preferred
   Representative in accordance with this Section 5.2(e)(ii) by providing written notice of such change to the
   Network.  Notwithstanding anything to the contrary in any provision of this Agreement, all rights set forth in 
   Section 5.2(e)(i) hereof of any Member holding Series A Preferred Units shall be exercised exclusively by the 
   Series A Preferred Representative appointed by such Member.  The Network shall submit all requests for 
   approval of any action contemplated by Section 5.2(e)(i) above (together with all related documents and 
   information reasonably necessary for the Series A Preferred Representative to make an informed decision with
   respect to such approval) to each Series A Preferred Representative (and to the other Persons identified on
   Schedule B to receive copies for the Series A Preferred Representative) in writing at the address set forth on 
   Schedule B hereto.  Such writing shall be deemed to be received by the Series A Preferred Representative and 
   by the holder of the Series A Preferred Units that has appointed such Series A Preferred Representative in 
   accordance with Section 19.9 hereof. 
  
                                      (iii)    Deemed Consent .  If a Series A Preferred Representative has not 
   consented or objected to the taking of any action contemplated by Sections 5.2(e)(i) above on behalf of the 
   holder of the Series A Preferred Units that has appointed him or her as its Series A Preferred Representative 
   by written notice to the Chairman and Chief Executive Officer within thirty (30) days following receipt of notice
   from the Network proposing to take such action, then the holder of the Series A Preferred Units that has 
   appointed such Series A Preferred Representative will be deemed to have approved and consented to such 
   actions requiring approval under Section 5.2(e)(i) hereof. 
  
                                      (iv)    Conversion Rights .
  
                                            (1)    Voluntary Conversion .  Each share of the Series A Preferred 
Units shall be convertible, at the option of the holder thereof, at any time and from time to time, into one Class A
Common Unit. To exercise the voluntary conversion right, a holder of Series A Preferred Units shall deliver
written notice to the Network specifying the number of Series A Preferred Units it is converting (the “ 
Conversion Notice ”).
  
                                            (2 )    Mandatory Conversion .  Each Series A Preferred Unit shall 
automatically and without any further action on behalf of the Network or the holder thereof be converted into one
Class A Common Unit at such time as (A) all of the Series A Preferred Units held by the Financial Investor 
Members and the DIRECTV Members have been purchased or redeemed pursuant to a Call Right Closing, a
Redemption Closing, a Put Right Closing, a DIRECTV Purchase Right Closing, a DTV Call Right Closing, a
DTV Redemption Closing or a DTV Put Right Closing, as applicable; provided that in each such event all of the
Series A Preferred Units held by the Financial Investor Members and the DIRECTV Members have been
purchased, redeemed or forfeited in connection with, or prior to such Closing; or (B) all of the Series A Preferred 
Units held by the Financial Investor Members have been purchased or redeemed pursuant to a Call Right
Closing, a Redemption Closing, or a Put Right Closing, as applicable, provided that in each such event all of the
Series A Preferred Units held by the Financial Investor Members and the DIRECTV Members have been
purchased, redeemed or forfeited in connection with, or prior to such Closing, and DIRECTV is a Limited
Member.
  
                                            (3)    Upon either a voluntary or mandatory conversion of Series A
Preferred Units, Schedule A hereto shall be amended to provide for such conversion, the rights of the Series A
Preferred Units so converted shall be terminated and of no further force or effect and the number of authorized
Series A Preferred Units shall be automatically reduced by the number of Units so converted.
  
                                          (4)    The Network shall at all times reserve and keep available out of
its authorized but unissued Class A Common Units, solely for the purpose of issuance upon the conversion of the
Series A Preferred Units, such number of Class A Common Units as are issuable upon conversion of all
outstanding Series A Preferred Units.
  
                                      (v)    Other Rights .  Subject to Section 13.4 hereof, each holder of Series 
   A Preferred Units shall have rights applicable to all Members (in their capacity as Members without regard to
   any rights attributable to any specific class or series of Units) and otherwise provided hereunder expressly for
   Members holding Series A Preferred Units.
  
  
                          (f)    Special Series A Preferred Right .  The Network will not (and the Board and 
officers, on behalf of the Network, shall not), if both Constellation and DIRECTV object (or (1) if a Financial 
Investor Trigger Event has occurred, if DIRECTV objects or (2) if a DIRECTV Trigger Event has occurred, if 
Constellation objects), create a Network subsidiary unless the Members and their Unit Affiliates hold all the same
voting and other rights and preferences with respect to such subsidiary as such Members and Unit Affiliates hold
in the Network as of the time of the creation of the Network subsidiary; provided , however , that
notwithstanding the foregoing, the Network (and the Board and officers on behalf of the Network) may create
any Network subsidiary with different voting and other rights and preferences than those held by the Members
and Unit Affiliates of the Members in the Network without any approval of DIRECTV or Constellation if such
subsidiary is formed with its primary purpose to facilitate tax planning or organizational restructuring activities of
the Network, provided that neither the voting nor the economic rights of any Member are materially diminished
and provided further that Constellation shall cease to have the approval rights set forth in this Section 5.2(f) in
the event of a Financial Trigger Event and DIRECTV shall cease to have the approval rights set forth in this
Section 5.2(f) in the event of a DIRECTV Trigger Event; 
  
                                                  Exhibit 3.1 - 43
                                                                                                                      
  
        Section 5.3    Reservation and Issuance of Common Units and Preferred Units.
  
                          (a)    Class A Common Units .  No Class A Common Units have been issued as of the 
date hereof.  31,053,708 Class A Common Units shall be reserved for issuance upon conversion of the Series A 
Preferred Units in accordance with Section 5.2(e)(iv) hereof.
  
                          (b)    Class B Common Units .  All of the authorized Class B Common Units were 
issued to Comcast on the Effective Date, and Comcast acknowledged receipt thereof, as consideration for the
services to be rendered by and the obligations of Comcast Corporation and its Affiliates to the Network under
the Comcast Affiliation Agreement with respect to the Subscriber Commitment and the Distribution Commitment
and in lieu of any launch support payments.  Such Class B Common Units shall be treated as profits interests in 
the Network and, accordingly, no Capital Contribution or Capital Commitment was or is required in exchange
for such Units.
  
                          (c)    Class C Common Units .  All of the authorized Class C Common Units were 
issued to Radio One on the Effective Date as consideration for the services to be rendered by Radio One, Inc. to
the Network under the Radio One Agreements. Such Class C Common Units shall be treated as profits interests
in the Network and, accordingly, no Capital Contribution or Capital Commitment was or is required in exchange
for such Units.
  
                          (d)    Class D Common Units .  No Class D Common Units were issued on the 
Effective Date.  All of the authorized Class D Common Units shall be reserved for issuance to employees and 
consultants of the Network in accordance with the Network Equity Plan; provided that employees of Comcast,
Radio One and the Financial Investor Members (and any Unit Affiliates of such Persons) shall not be entitled to
participate in the Network Equity Plan.  No Capital Contribution or Capital Commitment is required in exchange 
for such Units other than as required under the Network Equity Plan.
  
                          (e)    Series A Preferred Units .  All of the authorized Series A Preferred Units were 
issued to the Initial Members (other than DIRECTV) on the Effective Date and shall be issued to DIRECTV on
the date hereof, in each case as consideration for the Capital Commitments set forth in Section 6.1 hereof.
  
                          (f)    It is agreed that the Network shall not claim any deduction for federal income tax
purposes upon the issuance of a profits interest in the Network.
  
         Section 5.4    Units Subject to Forfeiture.
  
                          (a)    The Series A Preferred Units issued to the Initial Members (and any Class A
Common Units issued upon conversion thereof) are subject to forfeiture in accordance with the provisions of
Section 6.6 hereof.
  
                          (b)    The Class B Common Units issued to Comcast on the Effective Date are subject
to forfeiture as follows:
  
                                        (i)    If the “Affiliate” under the Comcast Affiliation Agreement exercises its
   rights under Section 1(f) of the Comcast Affiliation Agreement to terminate Sections 1(d) and 1(e) and
   Comcast’s (or its Affiliates’) obligations with respect to the Subscriber Commitment and the Distribution
   Commitment, Comcast and all of its Unit Affiliates shall automatically forfeit all of their Class B Common Units.
  
                                        (ii)    In the event that the “Affiliate”  under the Comcast Affiliation
   Agreement fails to distribute the Service to a total of at least ten million (10,000,000) Comcast Service
   Subscribers (as calculated in accordance with Section 1(g) of the Comcast Affiliation Agreement) on or before
   the last day of the forty eighth (48th) full calendar month following the Launch Date, Comcast and its Unit
   Affiliates shall automatically forfeit in the aggregate (on a proportionate basis among Comcast and its Unit
   Affiliates based on their respective ownership of Class B Common Units, unless Comcast otherwise directs the
   Network to allocate the forfeiture of such Class B Common Units in another manner among Comcast and its
   Unit Affiliates) a number of Class B Common Units equal to (A) 4,521,739 multiplied by (B) a fraction, the
   numerator of which shall be 10,000,000 minus the number of Comcast Service Subscribers to which the
     Service is distributed by the “Affiliate” pursuant to the Comcast Affiliation Agreement on the last day of the
     forty eighth (48th) full calendar month following the Launch Date, and the denominator of which shall be
     5,000,000; provided , however , that this Section 5.4(b)(ii) shall cease to be applicable after (x) the 
     consummation of (1) an Exercising Drag-Along Seller Closing prior to the 48th full calendar month following
     the Launch Date (as contemplated by Section 5.4(b)(iii)) or (2) a Sale Transaction that occurs between the 
     third anniversary of the Launch Date and the 48th full calendar month following the Launch Date (as
     contemplated by Section 5.4(b)(iv)) and (y) the forfeiture of Class B Common Units, if any, immediately prior 
     to the consummation of either of the events set forth in clause (x) above.
  
  
  
                                                  Exhibit 3.1 - 44
                                                                                                                         
  
                                         (iii)    If a Drag-Along Seller Election is made prior to the last day of the
                     th
     forty eighth (48 ) full calendar month following the Launch Date and, pursuant to Section 1(e) of the Comcast
     Affiliation Agreement, the “Affiliate” under the Comcast Affiliation Agreement revises (or is deemed to have
     revised) the Distribution Commitment to an obligation to distribute the Service to less than ten million
     (10,000,000) Comcast Service Subscribers (as calculated in accordance with Section 1(g) of the Comcast
     Affiliation Agreement), then Comcast and its Unit Affiliates shall forfeit in the aggregate (on a proportionate
     basis among Comcast and its Unit Affiliates based on their respective ownership of Class B Common Units,
     unless Comcast otherwise directs the Network to allocate the forfeiture of such Class B Common Units in
     another manner among Comcast and its Unit Affiliates) a number of Class B Common Units equal to (A)
     4,521,739 multiplied by (B) a fraction, the numerator of which shall be 10,000,000 minus the number of
     Comcast Service Subscribers to which the Service will be distributed by the “Affiliate” in accordance with such
     revised Distribution Commitment, and the denominator of which shall be 5,000,000, such forfeiture to be
     automatically effective immediately prior to the consummation of the Exercising Drag-Along Seller Closing (and
     such forfeiture shall not be effective if such Exercising Drag-Along Seller Closing does not occur prior to the
     last day of the forty-eighth (48th) full calendar month following the Launch Date and the Distribution
     Commitment shall thereafter be determined as set forth in Section 1(e) of the Comcast Affiliation Agreement);
     provided, however, that this Section 5.4(b)(iii) shall cease to be applicable after (x) the consummation of a
     Sale Transaction that occurs between the third anniversary of the Launch Date and the 48th full calendar month
     following the Launch Date and (y) the forfeiture of Class B Common Units, if any, immediately prior to the 
     consummation of the event set forth in clause (x) above.
  
                                          (iv)    If the Network proposes to enter into a Sale Transaction at any time
     between the third anniversary of the Launch Date and the fourth anniversary of the Launch Date, the Network
     (following Board approval of such Sale Transaction pursuant to Section 4.10 hereof) shall send (and any
     Manager on behalf of the Network may also send) a written notice to Comcast and the “Affiliate” under the
     Comcast Affiliation Agreement at least thirty (30) days prior to entering into any definitive agreement with
     respect to such Sale Transaction (a “ Sale Notice ”).  If a Sale Notice is so delivered to the “Affiliate” under
     the Comcast Affiliation Agreement prior to the last day of the forty eighth (48 th ) full calendar month following
     the Launch Date and, pursuant to Section 1(e) of the Comcast Affiliation Agreement, the “Affiliate” under the
     Comcast Affiliation Agreement revises (or is deemed to have revised) the Distribution Commitment to an
     obligation to distribute the Service to less than ten million (10,000,000) Comcast Service Subscribers (as
     calculated in accordance with Section 1(g) of the Comcast Affiliation Agreement), then Comcast and its Unit
     Affiliates shall forfeit in the aggregate (on a proportionate basis among Comcast and its Unit Affiliates based on
     their respective ownership of Class B Common Units, unless Comcast otherwise directs the Network to
     allocate the forfeiture of such Class B Common Units in another manner among Comcast and its Unit Affiliates)
     a number of Class B Common Units equal to (A) 4,521,739 multiplied by (B) a fraction, the numerator of
     which shall be 10,000,000 minus the number of Comcast Service Subscribers to which the Service will be
     distributed by the “Affiliate” in accordance with such revised Distribution Commitment, and the denominator of
     which shall be 5,000,000, such forfeiture to be automatically effective immediately prior to the consummation of
     such Sale Transaction (and such forfeiture shall not be effective if such Sale Transaction does not occur prior to
     the last day of the forty-eighth (48th) full calendar month following the Launch Date and the Distribution
     Commitment shall thereafter be determined as set forth in Section 1(e) of the Comcast Affiliation Agreement);
     provided, however, that this Section 5.4(b)(iv) shall cease to be applicable after (x) the consummation of the 
     Exercising Drag-Along Seller Closing prior to the 48th full calendar month following the Launch Date and
     (y) the forfeiture of Class B Common Units, if any, immediately prior to the consummation of the event set forth 
     in clause (x) above.  The Network shall promptly notify the proposed purchaser in such Sale Transaction of the 
     revised Distribution Commitment made by the “Affiliate” under the Comcast Affiliation Agreement following
     delivery of a Sale Notice or, if applicable, the revised Distribution Commitment previously made by the
     “Affiliate” under the Comcast Affiliation Agreement following a Drag-Along Seller Election.
  
                                        (v)    For all purposes of this Section 5.4(b), Comcast and its Unit Affiliates
     expressly acknowledge and agree that the forfeiture of any Class B Common Units may occur as a result of the
     action or failure to act of one or more Persons which Persons are not party to this Agreement, and Comcast
     and its Unit Affiliates each expressly waives any objection to the forfeiture of such Class B Common Units in
     accordance with this Section 5.4(b) as a result of any failure or inability of Comcast or any of its Unit Affiliates
     to Control such Persons or the actions or inactions of such Persons.
  
                                      (vi)    Any forfeiture of Class B Common Units pursuant to Sections 5.4(b)
     (ii)-(iv) shall not be deemed to waive any other remedies available to the Network under the Comcast
     Affiliation Agreement or any notice delivered by “Affiliate”  with respect to the revised Distribution
     Commitment.
  
                          (c)    In the event that a Forfeiture Event (as defined in the Network Services
Agreement) occurs pursuant to Section 6.3 of the Network Services Agreement, Radio One and its Unit
Affiliates shall automatically forfeit, for no consideration, a portion of the Class C Common Units received
pursuant to Section 5.3(c) hereof equal to the product of (i) 1,130,435, and (ii) a fraction, (x) the numerator of 
which is equal to the difference between (A) sixty (60) and (B) the total number of months from the Launch Date 
to the effective date of such Forfeiture Event, and (y) the denominator of which is equal to sixty (60). 
  
  
  
                                                  Exhibit 3.1 - 45
                                                                                                                   
  
                         (d)    All Units of a Limited Member shall be subject to forfeiture in accordance with the
provisions of Section 13.4(c) hereof.
  
                         (e)    Except in the case of a purchase of Forfeited Units as described in Section 6.6(c),
a forfeiture of Units shall not result in any transfer of Capital Account balances from the forfeiting Member to the
other Members.  A Member who forfeits Units shall retain no interest in profits or capital of the Network 
associated with such Units.
  
                         (f)    Upon the consummation of a Sale Transaction, the forfeiture provisions applicable
to the classes and series of Units specified in this Section 5.4 shall terminate and all such Units (except for any
Units that were forfeited prior to such Sale Transaction in accordance with this Section 5.4) shall be fully vested
in the holder thereof.
  
         Section 5.5    No Appraisal Rights.   No class or series of Units or Members shall be entitled to 
appraisal rights in connection with or as a result of any amendment to this Agreement, any merger or
consolidation of the Network, any conversion of the Network to another business form, any transfer to or
domestication in any jurisdiction by the Network or the sale of all or substantially all of the Network’s assets.
  
         Section 5.6    Authorization of Derivative Equity Interests .  The Network may not authorize the 
creation or issuance of any Derivative Equity Interest unless, prior to such creation and issuance, additional Units
are authorized and specifically reserved for issuance upon exercise, conversion or exchange of such Derivative
Equity Interests, which authorization and reservation shall be subject to the prior approval of the Board and, if
applicable, the holders of Class B Common Units and Series A Preferred Units.  Any Derivative Equity Interests 
so authorized shall not be issued unless (a) the holders of Class B Common Units have approved such issuance in
accordance with Section 5.2(b)(i)(11) hereof, (b) the holder of such Derivative Equity Interests agrees to be
bound by the provisions of Sections 12.1 and 12.5 hereof as a Financial Investor Member and by the provisions
of the Buy/Sell Agreement as an Investor, unless such holder is already bound by such provisions, (c) the
Transfer of such Derivative Equity Interests by the holder thereof is prohibited, except as otherwise specifically
provided for in this Agreement or the Buy/Sell Agreement, and (d) such Derivative Equity Interests contain
provisions requiring a Derivative Equity Interest Exercise to be made in accordance with Sections 12.1 and 12.5
hereof and the applicable provisions of the Buy/Sell Agreement.
  
  
  
  
                                                 Exhibit 3.1 - 46
                                                                                                                       
                                                       
                                                 ARTICLE VI
                                                       
                                               CONTRIBUTIONS
  
        Section 6.1    Capital Commitments; Constellation Option.
  
                          (a)    Each Initial Member has made a Capital Commitment to contribute the amount set
forth opposite such Member’s name under the heading “ Total Capital Commitment ” on Schedule A hereto
and has received therefor the number of Series A Preferred Units opposite such Initial Member’s name under the
heading “  Series A Preferred Units ”  on Schedule A pursuant to the terms hereof and the Subscription
Agreement entered into by such Initial Member.  If not earlier called by the Board pursuant to Section 6.2, each 
Initial Member shall make a Capital Contribution in an amount equal to such Initial Member’s remaining Capital
Contribution on December 31, 2006. 
  
                          (b)    At any time prior to July 19, 2005, Constellation and/or its Unit Affiliates may
elect to acquire up to $5 million (the amount so elected being the “ Additional Funding Amount ”) of Series A
Preferred Units at the Series A Preferred Unit Price from Comcast in accordance with this Section 6.1
(b).  Constellation and/or its Unit Affiliates shall make such election by providing written notice of such election to 
the Network, Comcast and the other Initial Members prior to July 19, 2005.  Together with such notice, 
Constellation and/or its Unit Affiliates shall designate a date within five (5) days of the giving of such notice to
complete a closing with respect to such Additional Funding Amount and shall designate the portion of the
Additional Funding Amount being acquired at such closing by Constellation and/or each Unit Affiliate of
Constellation that is making such acquisition (each, a “ Constellation Purchaser ”).  At such closing, (i) each
Constellation Purchaser shall pay to Comcast by wire transfer of immediately available funds to an account
designated by Comcast an amount equal to its designated share of the Additional Funding Amount multiplied by
the percentage obtained by dividing the total Capital Contributions made by Comcast prior to such closing by
Comcast’s Capital Commitment (the “ Constellation Purchase Amount ”), (ii) Comcast shall assign to each
Constellation Purchaser as consideration for the payment of the Constellation Purchase Amount, a number of
Series A Preferred Units equal to the quotient obtained by dividing the Constellation Purchase Amount paid by
such Constellation Purchaser by the Series A Preferred Unit Price, (iii) each Constellation Purchaser’s Capital
Commitment shall be increased by its designated share of the Additional Funding Amount less the Constellation
Purchase Amount paid by such Constellation Purchaser (the “ Constellation Assumption Amount ”), such
amount to be assumed from a portion of Comcast’s Remaining Commitment Amount, (iv) Comcast shall assign
to each Constellation Purchaser, as consideration for the assumption of the Constellation Assumption Amount
assumed by such Constellation Purchaser, a number of Series A Preferred Units equal to the quotient obtained
by dividing the Constellation Assumption Amount assumed by such Constellation Purchaser by the Series A
Preferred Unit Price, (v) Comcast shall be relieved from satisfying the amount of its Remaining Commitment
Amount equal to the Constellation Assumption Amount assumed by all Constellation Purchasers, and (vi)
Comcast and each Constellation Purchaser shall execute such documentation as shall be reasonably requested by
either of them or the Chairman to evidence the assignment of the Series A Preferred Units and the assumption of
the Constellation Assumption Amount by all Constellation Purchasers.  Following the closing, the Constellation 
Assumption Amount shall thereafter be considered a portion of each Constellation Purchaser’s Remaining
Commitment Amount and the payment of such amount shall be subject to all of the terms of this Agreement,
including without limitation Section 6.6 hereof.
  
         Section 6.2    Capital Call.   During the Commitment Period, when the Board reasonably determines 
in good faith to call for Capital Contributions to fund the operations of the Network, each Initial Member shall
make a Capital Contribution to the Network in the amount so called by the Board, such amount not to exceed,
together with the Capital Contributions previously made, the total amount of such Initial Member’s Capital
Commitment, as adjusted pursuant to Section 6.1(b).  In the event of a Sale Transaction or Liquidation of the 
Network during the Commitment Period, each Initial Member shall make a Capital Contribution in an amount
equal to such Initial Member’s remaining Capital Contribution immediately before the consummation of such Sale
Transaction or Liquidation of the Network.
  
         Section 6.3    Notice of Capital Call.   On each occasion that the Board makes a capital call pursuant 
to Section 6.2 hereof for the Initial Members to make Capital Contributions to the Network, the Board shall give
each such Initial Member a written notice (a “ Capital Call Notice ”) which shall include (a) a brief description
of the Board’s determination that funds are required to fund the operations of the Network, (b) the aggregate
amount of Capital Contributions required and the respective Initial Member’s share thereof (which shall be
calculated assuming all Initial Members shall participate fully in such capital call), and (c) the depositary institution
and account into which such Capital Contributions shall be made.
  
         Section 6.4    Deposit of Capital Contribution.   Each Initial Member (other than DIRECTV) shall 
deposit its required Capital Contribution (other than its initial Capital Contribution, which was made on August 1,
2003), by wire transfer of immediately available funds, to the designated depositary institution and account of the
Network (set forth in the Capital Call Notice) within twenty (20) days after the Capital Call Notice is delivered
pursuant to Section 6.3 hereof.  DIRECTV shall fund its Capital Contribution pursuant to the terms of the 
Payment Direction Letter.
  
         Section 6.5    Proportion of Capital Contributions.   All Capital Contributions required to be made 
by the Initial Members upon a Capital Call pursuant to Section 6.2 hereof shall be allocated in proportion to each
Initial Member’s Remaining Commitment Amount.
  
  
  
                                                   Exhibit 3.1 - 47
                                                                                                                    
  
        Section 6.6    Failure to Make Contributions.
  
                           (a)    In the event that any Initial Member fails to make any payment to the Network of
all or any portion of the Remaining Commitment Amount required to be made by such Initial Member in
accordance with the provisions of this Agreement and as set forth in a Capital Call Notice within twenty (20)
days after such Capital Call Notice is given (in each case, a “ Default ”), each such Initial Member so failing to
make such required Capital Contribution shall be deemed to be a “ Defaulting Member .” The Network shall
notify in writing (a “ Warning Notice ”) each Defaulting Member of its Default following the occurrence thereof.
  
                           (b)    In the event the Default is not cured in its entirety through the Defaulting Member
making the applicable Capital Contribution within five (5) Business Days of delivery of the Warning Notice, the
Defaulting Member (i) shall automatically forfeit all Series A Preferred Units (and any Class A Common Units 
issued on conversion thereof) which have been issued to such Defaulting Member (the “ Forfeited Units ”), and
(ii) shall not be entitled to a return of any Capital Contributions made prior to the failure to make the required
Capital Contribution.
  
                           (c)    Each non-Defaulting Initial Member (together with its Unit Affiliates, each a “ 
Non-Defaulting Member ”), shall have the right, but not the obligation, to purchase all or no less than its
proportionate share of the Forfeited Units from the Defaulting Member by contributing to the Network such
Non-Defaulting Member’s proportionate share of the Capital Contribution which such Defaulting Member failed
to make and by agreeing to satisfy such Defaulting Member’s Remaining Commitment Amounts (together, the “ 
Default Amount ”) in accordance with the following provisions:
  
                                         (i)    Upon a Default, the Network shall deliver a notice to the Non-
   Defaulting Members identifying (A) that a Default has been made, (B) the Default Amount, and (C) the
   Defaulting Member (the “ Default Notice ”).
  
                                         (ii)    Within ten (10) days after receipt of the Default Notice, each Non-
   Defaulting Member may elect, by providing written notice of such election to the Network and to the other
   Non-Defaulting Members, to purchase its proportionate share (the “ Initial Proportionate Share ”) of the
   Forfeited Units, such Initial Proportionate Share to be equal to the aggregate number of such Forfeited Units
   multiplied by the percentage obtained by dividing the number of Units held by such Non-Defaulting Member by
   the number of Units held by all Non-Defaulting Members.
  
                                         (iii)    Promptly following the end of the ten (10) day period described in
   Section 6.6(c)(ii) above, the Network shall, in writing, inform each Non-Defaulting Member that exercises its
   right to purchase its Initial Proportionate Share whether any Forfeited Units were offered to, but not purchased
   by, the Non-Defaulting Members under Section 6.6(c)(ii) (the “ Remaining Forfeited Units ”).  During the
   five (5) day period commencing after receipt of such information, each exercising Non-Defaulting Member may
   elect, by providing written notice of such election to the Network and to the other Non-Defaulting Members, to
   purchase its proportionate share (the “ Final Proportionate Share ”) of any Remaining Forfeited Units or all
   of the Remaining Forfeited Units.  The Final Proportionate Share shall be equal to the aggregate number of 
   Remaining Forfeited Units multiplied by the percentage obtained by dividing the number of Units held by such
   exercising Non-Defaulting Member by the number of Units held by all exercising Non-Defaulting Members
   who elect to purchase their Final Proportionate Share or all of the Remaining Forfeited Units pursuant to this
   Section 6.6(c)(iii).
  
                                         (iv)    Upon the expiration of the five (5) day period described in Section
   6.6(c)(iii) above, the aggregate number of Forfeited Units agreed to be purchased by the Non-Defaulting
   Members   under Section 6.6(c) shall be allocated among the Non-Defaulting Members as follows:
  
                                               (1)    Each Non-Defaulting Member exercising its rights under Section
6.6(c)(ii) shall first purchase its Initial Proportionate Share;
  
                                               (2)    Each Non-Defaulting Member exercising its rights under Section
6.6(c)(iii) shall then purchase its Final Proportionate Share; and
  
                                           (3)    Any remaining Forfeited Units shall be allocated proportionately
among the Non-Defaulting Members electing to purchase all of the Remaining Forfeited Units pursuant to Section
6.6(c)(iii) based upon the relative number of Units owned by such Non-Defaulting Members (before giving effect
to purchases under Section 6.6(c)(iv)(1) and (2) above).
  
                                       (v)    Any Forfeited Units not purchased by the Non-Defaulting Members
   pursuant to this Section 6.6(c) shall automatically be cancelled.
  
                                       (vi)    Within five (5) days of the expiration of the five (5) day period
   specified in Section 6.6(c)(iii) above, the Network shall send each Non-Defaulting Member a notice stating the
   amount of the Default Amount that such Non-Defaulting Member is required to contribute in accordance with
   Sections 6.6(c)(iv) hereof.  Each Non-Defaulting Member shall make the Capital Contribution identified in such
   notice within five (5) days of receipt of such notice and shall execute such other documents reasonably
   requested by the Network to reflect such Member’s agreement to the additional Capital Commitment related
   thereto.
  
  
  
                                                 Exhibit 3.1 - 48
                                                                                                                      
  
                                        (vii)    Each Non-Defaulting Member making the Capital Contribution (and
     agreeing to the additional Capital Commitment) pursuant to Section 6.6(c)(vi) above shall receive a portion of
     the Forfeited Units (and the Capital Account balance attributable to such Forfeited Units) equal to the product
     of (x) the number of Forfeited Units and (y) a fraction, the numerator of which shall be the amount of the
     Default Amount such Non-Defaulting Member contributed (and agreed to contribute) to the Network and
     denominator of which shall be the Default Amount.
  
                          (d)    Notwithstanding anything to the contrary in Section 6.6(c) hereof, if the Defaulting
Member is a Financial Investor Member, each non-defaulting Financial Investor Member shall have the right, but
not the obligation, to purchase all, but not less than all (subject to proportionate allocation as set forth below), of
the Forfeited Units (regardless of the elections made by the other Non-Defaulting Members pursuant to Section
6.6(c) hereof) from the Defaulting Member.  The non-defaulting Financial Investor Members shall be required to
exercise this right by providing written notice of such exercise to the Network and the other Non-Defaulting
Members within ten (10) days of receipt of the Default Notice.  Following such exercise, if the aggregate number 
of Forfeited Units agreed to be purchased by the non-defaulting Financial Investor Members exceeds the number
of Forfeited Units, the Forfeited Units shall be allocated among the non-defaulting Financial Investor Members so
that each exercising non-defaulting Financial Investor Member purchases a number of Forfeited Units equal to the
aggregate number of Forfeited Units multiplied by the percentage obtained by dividing the number of Units held
by such exercising non-defaulting Financial Investor Member by the number of Units held by all exercising non-
defaulting Financial Investor Members (or such other proportion as may be agreed among all exercising non-
defaulting Financial Investor Members) (the “ Financial Investor Member Proportionate Share ”). Within
five (5) days following such exercise, the Network shall send each non-defaulting Financial Investor Member a
notice stating the Forfeited Units that such Financial Investor Member is required to purchase pursuant to this
Section 6.6(d) and the amount of the Default Amount that such Financial Investor Member is required to
contribute.  Within five (5) days of receipt of such notice, each exercising non-defaulting Financial Investor
Member shall make the Capital Contribution to the Network specified in such notice, agree to satisfy the
applicable portion of the Defaulting Member’s Remaining Commitment Amounts and execute such other
documents reasonably requested by the Network in order to satisfy the Default Amount of the Defaulting
Member in accordance with the terms of Section 6.6(c) hereof, and upon making such Capital Contribution and
agreeing to satisfy the applicable Remaining Commitment Amount such Financial Investor Member shall receive a
portion of the Forfeited Units (and the Capital Account balance attributable to such Forfeited Units) equal to the
Financial Investor Member Proportionate Share or, if applicable, all of the Forfeited Units (and the Capital
Account balance attributable thereto).  If the non-defaulting Financial Investor Members do not exercise their
right to purchase all of the Forfeited Units, the elections made by the Non-Defaulting Members pursuant to
Section 6.6(c) hereof shall apply.
  
                          (e)    The parties hereto agree that the Transfer of Forfeited Units from the Defaulting
Member to such Non-Defaulting Members shall be treated for federal income tax purposes as a sale of such
Forfeited Units in exchange for the assumption by such Non-Defaulting Members of the relative Capital
Contribution obligations of the Defaulting Member.
  
                          (f)    The parties hereto agree that the forfeiture of Units in accordance with this Section
6.6 shall be the exclusive remedy available to the Network and the Non-Defaulting Members for failure by the
Defaulting Member to make its required Capital Contributions.
  
         Section 6.7    Further Contributions.   Except as provided in Section 6.1, no further Capital 
Contributions (including any cash that may be required to pay Network costs and expenses) shall be required of
any Member.
  
         Section 6.8    Interest.   No interest shall accrue on any Capital Contribution and no Member shall 
have the right to withdraw or be repaid any Capital Contribution, except as provided in this Agreement.
  
         Section 6.9    No Return of Capital Contribution; Transfer.   No Member shall be entitled to a 
return of its Capital Contribution.  Subject to Section 6.6(f), the Initial Members shall remain obligated for their 
respective Capital Commitments attributable to their Series A Preferred Units (or Class A Common Units issued
upon conversion thereof) until such time as any such Initial Member Transfers all or any portion of its Series A
Preferred Units (or Class A Common Units issued upon conversion thereof) to a Substitute Member in
accordance with Article XI hereof and, in connection with such Transfer, such Substitute Member agrees in a
manner acceptable to the Board (excluding any Managers designated by the Initial Member making such
Transfer) to satisfy in full the Remaining Commitment Amount attributable to the Units being Transferred in
accordance with this Article VI.  Thereafter, the Initial Member making such Transfer shall no longer be liable for 
the Remaining Commitment Amount attributable to the Units Transferred.
  
  
  
  
                                                 Exhibit 3.1 - 49
                                                                                                                     
  
        Section 6.10    Loans.
  
                         (a)    If the Capital Contributions received by the Network from the Initial Members are
equal to the aggregate Capital Commitments set forth on Schedule A , and the Board reasonably determines in
good faith that the Network requires additional capital to fund the operations of the Network, the Board shall
send Comcast and Radio One a written notice stating that the Network requires additional funds for operations
(the “ Loan Notice ”).
  
                         (b)    Each of Comcast and Radio One may within twenty (20) Business Days from
receipt of the Loan Notice send a notice of intention to make a loan to the Network for an amount up to
$12,500,000 in the form of an unsecured loan (the “ Loan ”) to the Network (the “ Loan Acceptance Notice
”).
  
                         (c)    If both Comcast and Radio One shall deliver to the Network a Loan Acceptance
Notice within twenty (20) Business Days of its receipt of a Loan Notice, the Network shall so notify both
Comcast and Radio One and each of Comcast and Radio One shall make the Loan for up to $12,500,000 by
wire transfer to the Network of immediately available funds no later than ten (10) days after delivery of the Loan
Acceptance Notice.
  
                         (d)    If either, but not both, of Comcast and Radio One shall deliver to the Network a
Loan Acceptance Notice within twenty (20) Business Days of its receipt of a Loan Notice, the Network shall so
notify the party sending the Loan Acceptance Notice that the other party receiving the Loan Notice did not send
the Network a Loan Acceptance Notice and the party that sent the Network a Loan Acceptance Notice may, at
its option, which option shall be exercisable for a period of five (5) Business Days after receipt of such
notification, (i) make the Loan for up to $12,500,000, (ii) make the Loan for an increased amount not to exceed
$12,500,000 (for a total Loan of $25,000,000); or (iii) terminate the Loan Acceptance Notice.  The Loan shall 
be made by wire transfer to the Network of immediately available funds no later than ten (10) days after the party
that sent the Network a Loan Acceptance Notice exercises its option under clauses (i) or (ii) above.
  
                         (e)    If either, but not both, of Comcast and Radio One shall fail to make any Loan in
accordance with such Person’s Loan Acceptance Notice, the Network shall so notify the party that made its
Loan in accordance with such Person’s Loan Acceptance Notice that the other party did not provide a Loan and
the party that made its Loan in accordance with such Person’s Loan Acceptance Notice may, at its option, which
option shall be exercisable for a period of five (5) Business Days after receipt of such notification, make an
additional Loan to the Network for an amount not to exceed the difference between the amount specified in the
original Loan Notice and the amount of such Person’s original Loan, in which event the additional amount shall be
provided to the Network by wire transfer of immediately available funds no later than ten (10) days after such
Person exercises such option.
  
                         (f)    Any Loan made pursuant to this Section 6.10 shall:
  
                                       (i)    accrue interest at a rate of 8% per annum, compounded annually;
  
                                       (ii)    be repaid in full, including principal and interest, on the third
   anniversary of the date it is made;
  
                                       (iii)    be subject to customary documentation for similar types of loans, such
   documentation to be reasonably acceptable to the Board and the Person or Persons making such Loan; and
  
                                       (iv)    not be counted as a Capital Contribution and not entitle such Member
   making the Loan to any increase in such Member’s share of the profits of the Network.
  
                         (g)    Upon delivery by Comcast of a Termination Notice (as defined in the Radio One
Change of Control Agreement) to Radio One and the Network pursuant to Section 2.2(c) of the Radio One
Change of Control Agreement or upon a Radio One Trigger Event, Radio One’s right to make a Loan to the
Network pursuant to this Section 6.10 shall automatically terminate and be of no further force or effect and 
Comcast shall thereafter have the right, but not the obligation, to make a Loan to the Network following receipt
of a Loan Notice for an amount not to exceed $25,000,000 pursuant to this Section 6.10.
  
                         (h)    Upon a Comcast Trigger Event, Comcast’s right to make a Loan to the Network
pursuant to this Section 6.10 shall automatically terminate and be of no further force or effect and Radio One 
shall thereafter have the right, but not the obligation, to make a Loan to the Network following receipt of a Loan
Notice for an amount not to exceed $25,000,000 pursuant to this Section 6.10.
  
         Section 6.11    Benefited Parties.   The foregoing Capital Commitments of the Initial Members are 
solely for the benefit of the Network and the Members, as among themselves, and payment of the Capital
Commitments by the Initial Members may not be enforced by any creditor, receiver, or trustee of the Network or
by any other Person, other than any Person admitted as a Substitute Member pursuant to Section 13.3 hereof.
  
  
  
                                                Exhibit 3.1 - 50
                                                                                                                  
  
                                              ARTICLE VII
                                                     
                                           CAPITAL ACCOUNTS
  
        Section 7.1    Maintenance of Capital Accounts.
  
                         (a)    The Network shall establish and maintain Capital Accounts for each Member in
accordance with the following provisions:
  
                                      (i)    to each Member’s Capital Account there shall be credited (A) such
   Member’s Capital Contributions, (B) such Member’s distributive share of Net Profits and any items in the
   nature of income or gain that are specially allocated, and (C) the amount of any Network liabilities assumed by
   such Member or that are secured by any property distributed to such Member; and
  
                                      (ii)    to each Member’s Capital Account there shall be debited (A) the
   amount of money and the Gross Asset Value of any other property distributed to such Member pursuant to any
   provision of this Agreement, (B) such Member’s distributive share of Net Losses and any items in the nature of
   expense or losses that are specially allocated and (C) the amount of any liabilities of such Member assumed by
   the Network or that are secured by any property contributed by such Member to the Network (to the extent
   not otherwise taken into account in determining a Member’s Capital Contribution).
  
                         (b)    This Section and other provisions of this Agreement relating to the maintenance of
Capital Accounts are intended to comply with Regulations § 1.704-1(b), and shall be interpreted and applied in a
manner consistent with such Regulations.  Notwithstanding that a particular adjustment is not set forth in this 
Section, the Capital Accounts of the Members shall be adjusted as required by, and in accordance with, the
capital account maintenance rules of Regulations § 1.704-1(b).
  
         Section 7.2    Negative Capital Accounts.   No Member shall be required to make up a Capital 
Account deficit or to pay to any Member the amount of any such deficit.
  
         Section 7.3    Sale or Exchange of Units.   In the event of a Transfer of some or all of a Member’s
Units, the Capital Account of the transferring Member shall become or be added to the Capital Account of the
Substitute Member or the Member that acquires Units in such Transfer, to the extent it relates to the Member’s
Units so Transferred, and, with respect to the Units so Transferred, the provisions of Articles VIII and IX shall
apply to the Substitute Member or the Member that acquires such Units as if such Person had held such Units
from inception and received all allocations and distributions with respect to such Units that have been received by
the transferring Member.
  

  
                                                 Exhibit 3.1 - 51
                                                                                                                   
                                                 
                                         ARTICLE VIII
                                                 
                               ALLOCATIONS OF PROFITS AND LOSSES
  
          Section 8.1    Net Profits.   Except as otherwise provided herein, Net Profits shall be allocated among 
the Members in accordance with each Member’s Percentage Interest.
  
          Section 8.2    Net Losses.   Except as otherwise provided herein, Net Losses shall be allocated (i) 
first, to the holders of the Series A Preferred Units and the Class A Common Units issued upon conversion
thereof in proportion to the total number of such Units held by each Member until the relative Capital Account
balance of each such Member other than DIRECTV is in proportion to such Member’s relative Percentage
Interest, as determined by taking into account only that portion of such Member’s Percentage Interest and
Capital Account balance that is attributable to such Series A Preferred Units and Class A Common Units and
any Class B Common Units and Class C Common Units held by such Member and not including in the
denominator the Percentage Interest of DIRECTV; (ii) second, to DIRECTV until DIRECTV’s Capital Account
balance is in proportion to DIRECTV’s Percentage Interest; and (iii) third,  except as otherwise provided herein, 
any remaining Net Losses shall be allocated among the Members in accordance with each Member’s Percentage
Interest.
  
          Section 8.3    Gain or Loss from a Sale Transaction.   Subject to Section 8.10(a), any Net Gain 
from a Sale Transaction or Net Loss from a Sale Transaction shall be allocated among the Members in such
manner as to cause, to the extent possible, the Capital Account of each Member to equal the sum of (a) the
amount of Net Proceeds from a Sale Transaction, if any, distributable to such Member pursuant to Section 9.3
hereof, and (b) the amount of any accrued Mandatory Tax Distributions distributable to such Member pursuant
to Section 9.2 hereof that have not yet been distributed.
  
          Section 8.4    Limitation on Allocation of Losses.   If an allocation of Net Losses to a Member 
would cause an Adjusted Capital Account Deficit for such Member, such Net Losses shall instead be allocated
among Members with positive Capital Account balances in proportion to such balances.
  
          Section 8.5    Allocation of Nonrecourse Deductions.   Nonrecourse Deductions shall be allocated 
among the Members in proportion to each Member’s Percentage Interest.
  
          Section 8.6    Allocation of Member Nonrecourse Deductions.   Member Nonrecourse 
Deductions shall be allocated, as provided in Regulations § 1.704-2(i)(1) to the Members in accordance with the
ratios in which they bear the economic risk of loss for the relevant Member Nonrecourse Debt for purposes of
Regulations § 1.752-2.
  
          Section 8.7    Qualified Income Offset.   If any Member unexpectedly receives any adjustments, 
allocations or distributions described in Regulations § 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Network
income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate,
to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Member as quickly as
possible, provided that an allocation pursuant to this Section 8.7 shall be made only if and to the extent that such
Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article
VIII have been tentatively made as if this Section 8.7 were not in the Agreement.
  
          Section 8.8    Minimum Gain Chargeback.   In the event that there is a net decrease in the 
partnership minimum gain of the Network during a Taxable Year, the minimum gain chargeback described in
Regulations §§ 1.704-2(f) and (g) shall apply.
  
          Section 8.9    Partner Minimum Gain Chargeback.   In the event that there is a net decrease in 
partner nonrecourse debt minimum gain (as defined in Regulations § 1.704-2) during a Taxable Year, any
Member with a share of that nonrecourse debt minimum gain (determined under Regulations § 1.704-2(i)(5)) as
of the beginning of the year must be allocated items of income and gain for the year (and, if necessary, for
succeeding years) equal to that Member’s share of such net decrease in accordance with Regulations § 1.704-2
(i)(4).
  
       Section 8.10    Liquidation.   Notwithstanding anything to the contrary: 
  
                          (a)    In the event of a Sale Transaction which results in a Liquidation of the Network,
(i) Net Gain from the Sale Transaction or Net Loss from the Sale Transaction, (ii) Net Profit or Net Loss for the 
Taxable Year of the Sale Transaction, and, if necessary for prior Taxable Years, and (iii) if necessary, separate 
items of gross income and gross deductions included in such Net Gain from the Sale Transaction or Net Loss
from the Sale Transaction or Net Profit or Net Loss for the Taxable Year of the Sale Transaction, and, if
necessary for prior Taxable Years, shall be specially allocated among the Members in such manner as to cause
each Member’s Capital Account, immediately before the final distributions made by the Network, to equal the
amount such Member would be entitled to receive under the priorities set forth in Section 9.3.
  
                          (b)    In the event of a Liquidation of the Network that does not result from a Sale
Transaction, Net Profit or Net Loss and, if necessary, separate items of gross income and gross deductions
included in such Net Profit or Net Loss for the Taxable Year of the Liquidation, and, if necessary, for prior
Taxable Years, shall be specially allocated among the Members in such manner as to cause, to the extent
possible, each Member’s Capital Account, immediately before the final distributions made by the Network, to
equal the amount that such Member would receive if the distributions under Section 9.4 were made in the
following order of priority:
  
  
  
                                                Exhibit 3.1 - 52
                                                                                                                         
  
                                      (i)    first, to the holders of Series A Preferred Units (and Class A Common
     Units issued upon conversion thereof), in proportion to each such holder’s aggregate Capital Contributions in
     respect of such Series A Preferred Units (and Class A Common Units issued upon conversion thereof), until
     each such Member has received a return of such Capital Contributions;
  
                                        (ii)    second, to the holders of the Class A Common (other than any Class
     A Common Units issued upon conversion of Series A Preferred Units), Class B Common and Class C
     Common Units, in proportion to the number of such Units held by each such Member, until such Members
     have received aggregate distributions under Section 8.10(b)(i) and this Section 8.10(b)(ii) in an amount per 
     Unit equal to the aggregate distributions made per Unit to the Financial Investor Members under Section 8.10
     (b)(i), excluding, however, any distributions under Section 8.10(b)(i) in respect of capital contributions made in
     excess of Total Capital Commitments;
  
                                        (iii)    third, to all Members other than DIRECTV and the Class D
     Members, in proportion to the number of Units held by each such Member, until aggregate distributions (other
     than distributions attributable to Capital Contributions in excess of Capital Commitments) have been made
     under Sections 8.10(b)(i), 8.10(b)(ii) and this Section 8.10(b)(iii) with respect to each Member other than the 
     Class D Members in proportion to the number of Units held by each such Member;
  
                                         (iv)    fourth, if and only if the aggregate distributions under Sections 8.10(b)
     (i),  8.10(b)(ii), and Section 8.10(b)(iii) are less than the Class D Distribution Threshold, to the holders of the 
     Series A Preferred Units, Class A Common Units, Class B Common Units and Class C Common Units, in
     proportion to the number of such Units held by each such Member until the aggregate distributions under
     Sections 8.10(b)(i)-(iii) and this Section 8.10(b)(iv) equal the Class D Distribution Threshold; 
  
                                   (v)    fifth, to the Initial Class D Members in proportion to the number of
     such Initial Class D Common Units held by each such Initial Class D Member until each such Initial Class D
     Common Member has received aggregate distributions under this Section 8.10(b)(v) equal to its Initial Class D 
     Member Priority Amount; and
  
                                           (vi)    sixth, to the Members in proportion to each Member’s Percentage
     Interest; provided, however , that the amount distributed with respect to any Class D Common Unit under
     Section 8.10(b)(v) and this Section 8.10(b)(vi) shall not exceed the Class D Limitation Amount with respect to
     such Unit, and any amounts that would be distributed with respect to a Class D Common Unit under this
     Section 8.10(b)(vi) but for the limitation under this proviso shall instead be distributed pro rata with respect to
     all other Units (including other Class D Common Units, but only to the extent that such distribution would not
     violate the limitations set forth in this Section 8.10(b)(vi)).
  
           Section 8.11    Book/Tax Disparities.
  
                          (a)    In the case of contributed property, items of income, gain, loss and deduction,
shall be allocated for federal income tax purposes in a manner consistent with the requirements of Code § 704(c) 
and Regulations § 1.704-3 to take into account the difference between the Agreed Value of such property and its
adjusted tax basis at the time of contribution.
  
                          (b)    In the event of an adjustment to Capital Accounts in accordance with paragraph
(b) of the definition of “Gross Asset Value,”  items of income, gain, loss and deduction shall thereafter be
allocated for federal income tax purposes in a manner consistent with Regulations § 1.704-3(a)(6)(i).
  
                          (c)    Allocations under this Section 8.11 shall not affect Capital Accounts of the
Members.  The method or methods to be elected under Regulations § 1.704-3 for such allocations shall be
selected by the Tax Matters Partner.
  
        Section 8.12    Individual Tax Items.   Except as otherwise provided in Section 8.11, all Network 
items of income, gain, loss, and deduction, and all other tax items for each Taxable Year, shall be allocated
among the Members as follows: (a) each Member’s allocable share of each item included in the computation of
Net Profit or Net Loss for that year shall equal such Member’s overall percentage share of the Net Profit or Net
Loss for such year, (b) each Member’s allocable share of each item included in the computation of Net Gain
from a Sale Transaction or Net Loss from a Sale Transaction for such year shall equal such Member’s overall
percentage share of the Net Gain from a Sale Transaction or Net Loss from a Sale Transaction for such year,
and (c) each Member shall be allocated any items specifically allocated to such Member under Sections 8.6, 8.7,
8.8 and 8.9.
  
        Section 8.13    Tax Credits.   Tax credits of the Network, if any, shall be allocated among the 
Members in proportion to the number of Units held by each Member.
  
        Section 8.14    Changes in Number of Units.   In the event the number or character of Units held by 
a Member changes during a Taxable Year, the allocation of items to such Member shall be based on the Units
held by the Member on the final day of the Taxable Year, unless otherwise required by the Code or Regulations
or agreed to by each Member affected by such allocation; provided, however , that in the case of a Taxable
Year that includes the Grant Date of a Class D Common Unit, no items that are attributable to the portion of such
Taxable Year before such Grant Date shall be allocated with respect to such Class D Common Unit (for
purposes of clarification, no offsetting allocation shall be made with respect to such Class D Common Unit of
items attributable to the portion of such Taxable Year beginning on such Grant Date) and any items that would be
allocated with respect to a Class D Common Unit but for the limitation under this proviso shall instead be
allocated with respect to all  other Units (including other Class D Common Units, but only to the extent that such 
allocation would not violate the limitation set forth in this proviso) based on the number of Units held by each
Member on the final day of such Taxable Year.
  
  
  
                                                 Exhibit 3.1 - 53
                                                                                                                       
                                                  ARTICLE IX
                                                         
                                                DISTRIBUTIONS
  
         Section 9.1    Limitations on Distributions.   No Distribution to Members shall be declared or paid 
unless, after giving effect to such Distribution, the fair value of all assets of the Network exceeds all liabilities of
the Network (and such reserves as shall be reasonably established by the Board), other than liabilities to
Members on account of their Capital Accounts.
  
         Section 9.2    Operating Cash Flow.
  
                          (a)    The Mandatory Tax Distribution shall be distributed to the Members in proportion
to each Member’s Percentage Interest at the time of the distribution.  Such distributions shall be made at least
annually, on or before the 60th day after the end of the relevant Taxable Year.  Additional Distributions of 
available cash flows of the Network may be made to the Members in proportion to their respective Percentage
Interests at such times and in such amounts as are determined by the Board, subject to the prior approval of the
holders of the Class B Common Units and the Series A Preferred Units in accordance with Sections 5.2(b)(i)
and 5.2(e)(i), respectively.
  
                          (b)    Notwithstanding Section 9.2(a), (i) in the case of a Taxable Year that ends on or
after the Grant Date of a Class D Common Unit, no Distribution of amounts that are attributable to the period
before such Grant Date (as determined by the Board) shall be made with respect to such Class D Common Unit
(for purposes of clarification, no offsetting Distributions shall be made with respect to such Class D Common
Units of amounts attributable to the period beginning on such Grant Date), and (ii) any amounts that would be
distributed with respect to a Class D Common Unit but for the limitations under this Section 9.2(b) shall instead
be distributed with respect to all other Units (including other Class D Common Units, but only to the extent that
such Distribution would not violate the limitations set forth in this Section 9.2(b)) in proportion to the respective
Percentage Interests of the Members at the time of such Distribution.
  
         Section 9.3    Net Proceeds from a Sale Transaction. Any Net Proceeds from a Sale Transaction
shall be distributed to the Members as follows:
  
                          (a)    First, to each holder of Series A Preferred Units and/or Class A Common Units
issued on conversion thereof, in proportion to, and up to, the excess, if any, of (x) such Member’s aggregate
Capital Contributions with respect to such Series A Preferred Units and/or Class A Common Units over (y) the 
sum of (i) the aggregate of all distributions to such Member with respect to such Units during or with respect to
prior periods (including any Mandatory Tax Distributions for the Taxable Year portion that ends the day before
the date of the Sale Transaction) reduced, but not below zero, by the excess, if any, of the amounts described in
clause (B) of this sentence over the amounts described in clause (A) of this sentence, and (ii) forty percent (40%)
of the excess, if any, of (A) the aggregate cumulative amount of tax deductions and losses of the Network
allocated to such Member with respect to such Units for federal income tax purposes with respect to prior
periods (including the Taxable Year portion that ends the day before the date of the Sale Transaction) over (B)
the aggregate cumulative amount of taxable income and gains of the Network allocated to such Member with
respect to such Units for federal income tax purposes with respect to such prior periods;
  
                          (b)    Second, to the holders of Class A (except for any such Units issued upon
conversion of the Series A Preferred Units), B and C Common Units, in proportion to the number of such Units
held by each such Member, until such Members have received aggregate distributions under Section 9.3(a) and 
this Section 9.3(b) in an amount per Unit equal to the aggregate distributions made per Unit to the Financial 
Investor Members under Section 9.3(a), excluding, however, any distributions under Section 9.3(a) in respect of
capital contributions made in excess of Total Capital Commitments;
  
                          (c)    Third, to all Members other than DIRECTV and the Class D Members, in
proportion to the number of Units held by each such Member, until aggregate distributions (other than
distributions attributable to Capital Contributions in excess of Capital Commitments) have been made under
Sections 9.3(a), 9.3(b) and this Section 9.3(c) with respect to each Member other than the Class D Members in 
proportion to the number of Units held by each such Member;
  
  
Exhibit 3.1 - 54
                                                                                                                       
  
                           (d)    Fourth, if and only if the aggregate distributions under Sections 9.3(a), 9.3(b)  and 
9.3(c) are less than the Class D Distribution Threshold, to the holders of the Series A Preferred Units, Class A
Common Units, Class B Common Units and Class C Common Units, in proportion to the number of such Units
held by each such Member until the aggregate distributions under Sections 9.3(a)-(c) and this Section 9.3(d) 
equal the Class D Distribution Threshold;
  
                           (e)    Fifth, to the Initial Class D Members in proportion to the number of such Initial
Class D Common Units held by each such Initial Class D Member until each such Initial Class D Common
Member has received aggregate distributions under this Section 9.3(e) equal to its Initial Class D Member 
Priority Amount; and
  
                           (f)    Sixth, to the Members in proportion to each Member’s Percentage Interest;
provided, however , that the aggregate amount distributed in a Taxable Year with respect to any Class D
Common Unit under Section 9.3(e) and this Section 9.3(f) shall not exceed the Class D Limitation Amount with
respect to such Unit, and any amounts that would be distributed with respect to a Class D Common Unit under
this Section 9.3(f) but for the limitation under this proviso shall instead be distributed pro rata with respect to all
other Units (including other Class D Common Units, but only to the extent that such distribution would not violate
the limitation set forth in this Section 9.3(f)).
  
         Section 9.4    Liquidating Distributions.   In the event of a Liquidation, Distributions shall be made to 
the Members in proportion to the positive Capital Account balances of each Member, after taking into account
all prior distributions and all allocations of Net Profits, Net Losses, Gain, Loss and other amounts allocated under
Sections 8.3 through 8.10.
  
         Section 9.5    Withholding Taxes.   The Network is authorized to withhold from Distributions to a 
Member, or with respect to allocations to a Member, and to pay over to a federal, state or local government, any
amounts required to be withheld pursuant to the Code, or any provisions of any other federal, state or local
law.  Any amounts so withheld shall be treated as having been distributed to such Member pursuant to this Article 
IX for all purposes of this Agreement, and shall be offset against the amounts otherwise distributable to such
Member.
                                                     Exhibit 3.1 - 55
                                                                                                                    
                                                        
                                                  ARTICLE X
                                                        
                                                  ACCOUNTS
  
         Section 10.1    Books.   The Chief Financial Officer shall cause to be maintained complete and 
accurate books of account of the Network’s affairs at the Network’s principal place of business.  Separate 
accounts shall be kept for each class and series of Units.  Such books shall be kept on such method of 
accounting as the Board shall select.
  
         Section 10.2      Tax Matters.   Radio One shall be the Tax Matters Partner so long as Radio One 
has the right to designate a majority of the Managers on the Board.  Comcast shall be the Tax Matters Partner in 
the event that Radio One loses the right to designate a majority of the Managers on the Board.  The Tax Matters 
Partner shall, except to the extent impracticable as a result of the failure of a Member to timely deliver necessary
information to the Tax Matters Partner, cause to be prepared, signed and filed all tax returns of the Network
required by any federal state or local law, make any tax elections for the Network allowed under the Code or the
tax laws of any state or other jurisdiction having taxing jurisdiction over the Network and monitor any
governmental tax authority in any audit that such authority may conduct of the Network’s books and records or
other documents.  The Tax Matters Partner shall cause the Network to deliver to the Members an IRS Schedule 
K-1 as soon as practicable following the close of each Taxable Year, but no later than seventy-five (75) days
after the end of each Taxable Year; provided, however, that such period shall be automatically extended in the
event of a delay beyond the control of the Tax Matters Partner, such as a delay resulting from the failure of a third
party to provide required tax information to the Network in a timely manner.  The Tax Matters Partner shall be 
entitled to reimbursement from the Network for all necessary and reasonable out-of-pocket expenses incurred in
performing its duties as Tax Matters Partner.
  
         Section 10.3    Special Basis Adjustment.   The Tax Matters Partner shall, without any further 
consent of the Members being required (except as specifically required herein), have discretion to make an
election for federal income tax purposes to adjust the basis of property pursuant to §§ 754, 734(b) and 743(b) 
of the Code, or comparable provisions of state, local or foreign law, in connection with Transfers of Units and
Network Distributions.
           
           
  
  
  
                                                  Exhibit 3.1 - 56
                                                                                                                         
  
                                                    ARTICLE XI
  
                                             TRANSFERS OF UNITS
  
        Section 11.1    Prohibition.
  
                           (a)    Until the earlier date upon which (i) all of the Capital Contributions required
pursuant Article VI hereof have been made   and (ii) a Sale Transaction has occurred (the “ Restricted Period
”), no Member may Transfer all or any portion of its Equity Interests other than (1) to a Permitted Transferee, (2)
in accordance with the terms of the Radio One Change of Control Agreement, (3) any Transfer of all or any 
portion of a Member’s Equity Interests pursuant to Sections 12.4 or 12.5 hereof, (4) Transfers from Comcast 
and its Unit Affiliates to Radio One and its Unit Affiliates, (5) Transfers from Radio One and its Unit Affiliates to
Comcast and its Unit Affiliates, or (6) Transfers specifically provided for under Sections 6.1(b) and 6.6 hereof,
provided that, in the case of (1)-(6) hereof, such Transfer is made in accordance with Section 11.2 hereof. Any 
attempted Transfer of the Equity Interests by such Members during the Restricted Period, other than in strict
accordance with this Article XI, shall be null and void and the purported transferee shall have no rights as a
Member hereunder, except as may otherwise be provided in Section 13.4 hereof as to such transferee.
  
                           (b)    Following expiration of the Restricted Period, no Member may Transfer all or any
portion of its Equity Interests other than (i) pursuant to Section 11.3 hereof, (ii) to a Permitted Transferee, (iii)
any Transfer of all or any portion of a Member’s Equity Interests pursuant to Sections 12.1, 12.2, 12.4 or 12.5 
hereof, (iv) any Transfer of all or any portion of a Member’s Equity Interests pursuant to the Buy/Sell Agreement
or the Radio One Change of Control Agreement, (v) any Transfer of all or any portion of a Member’s Equity
Interests pursuant to a Sale Transaction, (vi) Transfers from Comcast and any of its Unit Affiliates to Radio One 
and any of its Unit Affiliates, or (vii) Transfers from Radio One and any of its Unit Affiliates to Comcast and any
of its Unit Affiliates; provided that in the case of (i)-(vii) (each, a “ Permitted Transfer ”) such Transfer is made
in accordance with Section 11.2 hereof.  Any attempted Transfer of the Equity Interests by such Members, other 
than in strict accordance with this Article XI, shall be null and void and the purported transferee shall have no
rights as a Member hereunder, except as may otherwise by provided in Section 13.4 as to such transferee.
  
                           (c)    Notwithstanding anything to the contrary in this Agreement, no Transfer of Units
shall be deemed effective until the transferee of such Units executes a joinder agreement, in substantially the form
attached hereto as Schedule E (the “  Joinder Agreement ”) pursuant to which, among other things, such
transferee shall agree to be bound by the obligations of the Member transferring such Units to such transferee
under this Agreement and, if such transferee is an Affiliate of the Member transferring such Units, such transferee
shall agree to grant all authority to act on its behalf to the Member transferring such Units to such transferee.  Any 
purported transfer in violation of this Section 11.1(c) shall be null and void. 
  
                           (d)    Notwithstanding anything to the contrary in this Agreement, no Member shall enter
into any agreement to vote or otherwise exercise any of the rights appurtenant to any of the Units held by such
Member with any Person other than an Affiliate of such Member.
  
                           (e)    Notwithstanding anything to the contrary in this Agreement, the Network Equity
Plan or any Award Agreement, the Network shall not purchase or enter into any agreement to purchase any
Class D Common Units from any Class D Member (i) in the event of a Strategic Investor Sale, during the period 
commencing on the date that the definitive agreement for such Strategic Investor Sale is executed and delivered
and ending on the earlier of (A) the SIS Closing Date and (B) the date the definitive agreement with respect to
such Strategic Investor Sale is terminated unless the SIS Acquiror provides its prior written consent; (ii) during 
the period commencing on the Appraisal Value Determination Date (as defined in the Buy/Sell Agreement) and
ending on the day of the Buy/Sell Closing or the Network Sale, as applicable, unless Radio One, Comcast or the
Person buying the Network, as applicable, provides its prior written consent; and (iii) during the period 
commencing on the Call Right Value Determination Date and ending on the day of the Call Right Closing or the
Redemption Closing, as applicable, unless one Comcast Manager and one Radio One Manager provide their
prior written consent; provided , however , that, if the last day of the twelve-month period during which the
Network has the right to purchase the Class D Common Units of a Class D Member following the termination of
such Class D Member’s Service to the Company (as defined in the Network Equity Plan) occurs during any of
the periods set forth in clauses (i)-(iii) hereof, then, notwithstanding anything to the contrary in (i)-(iii) hereof, the
Network shall be permitted to purchase such Class D Common Units from such Class D Member in accordance
with the terms of the Network Equity Plan and the applicable Award Agreement.
  
  
  
  
                                            Exhibit 3.1 - 57
                                                                                                                   
  
         Section 11.2    Conditions to Permitted Transfers.   A Member shall be entitled to make a 
Permitted Transfer or a Transfer permitted under Section 11.1(a) hereof of all or any portion of its Equity
Interests only upon satisfaction of each of the following conditions:
  
                           (a)    such Transfer does not require the registration or qualification of such Equity
Interests pursuant to any applicable federal or state securities laws, rules and regulations;
  
                           (b)    such Transfer does not result in a violation of applicable laws, rules and
regulations;
  
                           (c)    if Radio One is making such Permitted Transfer and the Permitted Transferee is an
Affiliate of Radio One, the Permitted Transferee receiving such Transfer of Equity Interests shall be required to
execute a joinder to the Radio One Change of Control Agreement and the Buy/Sell Agreement in accordance
with Section 3.8 of such Agreements;
  
                           (d)    if Comcast is making such Permitted Transfer and the Permitted Transferee is an
Affiliate of Comcast, the Permitted Transferee receiving such Transfer of Equity Interests shall be required to
execute a joinder to the Radio One Change of Control Agreement and the Buy/Sell Agreement in accordance
with Section 3.8 of such Agreements;
  
                           (e)    if any Member that is a party to the Buy/Sell Agreement is making such Permitted
Transfer, the Person receiving such Transfer of Equity Interests shall be required to execute a joinder to the
Buy/Sell Agreement agreeing to be bound as an “Investor” thereunder in accordance with Section 3.8 thereof
(except for Comcast, Radio One or any of their respective Affiliates);
  
                           (f)    the Chairman receives written instruments that are in a form and substance
satisfactory to the Chairman, as determined in his or her reasonable judgment (including, without limitation, (i)
copies of any instruments of Transfer, (ii) such Person’s agreement to be bound by this Agreement in the same
manner, and subject to the same obligations and restrictions (including without limitation the transfer restrictions
set forth in this Article XI) as the Member making such Transfer, including by execution of a Joinder Agreement;
provided , however , that no such agreement shall be required if the Person receiving such Transfer is also a
Member hereunder, and (iii) if requested by the Chairman, an opinion of counsel to such Person, in form and
substance reasonably acceptable to the Chairman, to the effect that the conditions set forth in subsections (a) and
(b) above have been satisfied).
  
         Section 11.3    Right of First Refusal.   Any Member wishing to Transfer Equity Interests pursuant 
to Section 11.2 hereof (other than a Transfer permitted pursuant to Section 11.1(a) hereof or a Permitted
Transfer pursuant to Section 11.1(b)(ii)-(vii) hereof, which shall not be subject to this Section 11.3) must
Transfer its Equity Interests in accordance with this Section 11.3 as follows:
  
                           (a)    The Member proposing to Transfer Equity Interests (for purposes of this section,
the “ Offeror ”) shall first deliver to the Network and the Non-Class D Members a written notice (an “ Offer
Notice ”), which shall (i) state the Offeror’s intention to Transfer Equity Interests to one or more Persons
pursuant to a bona fide offer to purchase such Equity Interests, the class and number of Equity Interests to be
Transferred (the “ Offered Interests ”), the purchase price (“ Offer Price ”) of such Transfer therefor, the
name of the Person or Persons to which such Transfer is proposed to be made and any other material terms and
conditions of such Transfer, and (ii) offer, in accordance with this Section 11.3, to each of the Non-Class D
Members and then to the Network  (except in the case of Class D Common Units which shall be offered first to 
the Network and then to each of the other Non-Class D Members) the option to acquire all or a portion of such
Equity Interests upon the terms and subject to the conditions of the proposed Transfer as set forth in the Offer
Notice (the “ Offer ”).  The Offer shall remain open and irrevocable for the periods set forth below (and, to the
extent the Offer is accepted during such periods, until the consummation of the sale contemplated by the Offer).
  
                                       (i)    If the Offeror is a Class D Member, then the Network shall have the
   right and option for a period of twenty (20) days after delivery of the Offer Notice (the “ Network Class D
   Acceptance Period ”) to (A) accept the Offer to acquire all or a portion of the Offered Interests at the 
   purchase price and on the terms set forth in the Offer Notice or (B) prohibit the Transfer of the Offered 
     Interests.  If the Network accepts the Offer, such acceptance shall be made by delivering a written notice of 
     such acceptance to the Offeror and each of the Non-Class D Members within the Network Class D
     Acceptance Period, specifying the number of Offered Interests that the Network shall purchase at the purchase
     price and on the terms set forth in the Offer Notice (the “ Network Accepted Interests ”).  If the Network
     determines to prohibit the Transfer of the Offered Interests, then, notwithstanding anything to the contrary in this
     Section 11.3, the Class D Member shall have no right to Transfer, and the Non-Class D Members shall have
     no right to purchase, the Offered Interests.
  
  
  
  
                                                     Exhibit 3.1 - 58
                                                                                                                        
  
                                       (ii)    Each Non-Class D Member shall have the right and option for a
     period of twenty (20) days after delivery of the Offer Notice or the end of the Network Class D Acceptance
     Period, as applicable, (the “  Initial Member Acceptance Period ”) to accept the Offer to acquire its
     proportionate share of the Offered Interests (less the Network Accepted Interests, if the Offeror is a Class D
     Member) at the purchase price and on the terms stated in the Offer Notice (the “ Right of First Refusal
     ”).  Such acceptance shall be made by delivering a written notice of such acceptance to the Network, the
     Offeror and each of the other Non-Class D Members within the Initial Member Acceptance Period, specifying
     that such Member shall purchase its proportionate share of such Offered Interests, such proportionate share to
     be equal to the number of Offered Interests (less the Network Accepted Interests, if the Offeror is a Class D
     Member) multiplied by the percentage obtained by dividing the number of Units held by such Member by the
     number of Units held by the Members receiving the Offer Notice (the “  Initial Accepted Interests
     ”).  Promptly following the end of such twenty (20) day period, the Network shall, in writing, inform each
     Financial Investor Member that exercises its right to purchase its Initial Accepted Interests whether any Offered
     Interests were offered to, but not accepted by, the Network or the other Financial Investor Members (the “ 
     Financial Investor Member Offered Interests ”).  During the ten (10) day period commencing after receipt
     of such information, each exercising Financial Investor Member may elect, by providing written notice of such
     election to the Network and the other electing Financial Investor Members, to purchase its proportionate share
     of any Financial Investor Member Offered Interests (or such other proportion as may be agreed upon by all of
     the Financial Investor Members who elect to purchase Financial Investor Member Offered Interests).  For 
     purposes of the preceding sentence, the proportionate share of each Financial Investor Member who elects to
     purchase Financial Investor Member Offered Interests shall be equal to the aggregate number of Financial
     Investor Member Offered Interests multiplied by the percentage obtained by dividing the number of Units held
     by such Financial Investor Member by the number of Units held by all Financial Investor Members who elect to
     purchase Financial Investor Member Offered Interests pursuant to this Section 11.3(a)(ii).
  
                                       (iii)    Promptly following the end of the twenty (20) day period (or, if
     applicable, following the end of the subsequent ten (10) day period) described in Section 11.3(a)(ii) above, the
     Network shall, in writing, inform each electing Member that exercises its right to purchase its Initial Accepted
     Interests whether any Offered Interests were offered to, but not purchased by, the Network under Section
     11.3(a)(i) or the other Non-Class D Members under Section 11.3(a)(ii) (the “ Remaining Offered Interests
     ”).  During the ten (10) day period commencing after receipt of such information (the “  Final Member
     Acceptance Period ”), each exercising Member may elect, by providing written notice of such election to the
     Network and to the other electing Members, to purchase its proportionate share (the “  Final Accepted
     Interests ”) of any Remaining Offered Interests or all of the Remaining Offered Interests.  Each exercising 
     Member’s Final Accepted Interests shall be equal to the aggregate number of Remaining Offered Interests
     multiplied by the percentage obtained by dividing the number of Units held by such exercising Member by the
     number of Units held by all exercising Members who elect to purchase their Final Accepted Interests or all of
     the Remaining Offered Interests pursuant to this Section 11.3(a)(iii).
  
                                         (iv)    If, upon the expiration of the Final Member Acceptance Period, the
     aggregate number of Offered Interests agreed to be purchased by the Network and the Electing Members
     under Section 11.3(a)(i)-(iii), as applicable, exceeds the number of Offered Interests, the Offered Interests shall
     be allocated among the Network (if applicable) and the electing Members as follows:
  
                                            (1)    If the Network is exercising its rights under Section 11.3(a)(i), the
Network shall first purchase the Network Accepted Interests;
  
                                            (2)    Each electing Non-Class D Member exercising its rights under
Section 11.3(a)(ii) shall first purchase its Initial Accepted Interests;
  
                                            (3)    Each electing Financial Investor Member exercising its rights
under Section 11.3(a)(ii) shall next purchase its proportionate share of Financial Investor Member Offered
Interests (or such other proportion as may be agreed upon by all of the Financial Investor Members who elect to
purchase Financial Investor Member Offered Interests);
  
                                            (4)    Each electing Non-Class D Member exercising its rights under
Section 11.3(a)(iii) shall then purchase its Final Accepted Interests; and
  
                                           (5)    Any remaining Offered Interests shall be allocated proportionately
among the electing Non-Class D Members electing to purchase all of the Remaining Offered Interests pursuant to
Section 11.3(a)(iii) based upon the relative number of Units owned by such electing Non-Class D Members
(before giving effect to clauses (1), (2), (3), (4) or (5) of this Section 11.3(a)(iv)).
  
                                      (v)    Upon the termination of the Final Member Acceptance Period, the
   Network shall send electing Non-Class D Members a notice stating the amount of the Offered Interests that the
   electing Non-Class D Member is required to purchase in accordance with Section 11.3(a)(iv) hereof.
  
  
  
                                                 Exhibit 3.1 - 59
                                                                                                                      
  
                          (b)    If the Offeror is a Non-Class D Member and, within the Initial Member
Acceptance Period and the Final Member Acceptance Period, the Non-Class D Members shall fail to accept all
of the Offered Interests, or shall reject in writing the Offer (each Non-Class D Member being required to notify in
writing the Offeror, the Network and each of the other Non-Class D Members of its rejection or failure to accept
in the event of the same) then, upon the earlier of the expiration of the Final Member Acceptance Period or the
receipt of such written notice of rejection or failure to accept such offer by the Non-Class D Members, the
Network shall have the right and option, for a period of twenty (20) days thereafter (the “ Network Acceptance
Period ”), to accept all or any part of the Offered Interests so offered and not accepted by the Non-Class D
Members (the “ Refused Interests ”) at the purchase price and on the terms stated in the Offer Notice.  Such 
acceptance shall be made by delivering a written notice to the Non-Class D Members and the Offeror within the
Network Acceptance Period specifying the Offered Interests that the Network shall purchase.
  
                          (c)    The closing of the purchases of the Offered Interests subscribed for by the Non-
Class D Members under Section 11.3(a) and/or the Network under Section 11.3(a) or (b), as applicable, shall
be held at the executive offices of the Network at 11:00 a.m., local time, on the ninetieth (90th) day after the
Network and the Non-Class D Members received the Offer Notice or at such other time and place as the parties
to the transaction may agree. At such closing, (i) the Offeror shall execute and deliver such documents as shall be
reasonably requested by the Persons purchasing such Offered Interests in order to vest full beneficial and record
ownership of such Offered Interests in the Persons purchasing such Offered Interests, (ii) the Offeror shall
represent and warrant to the Persons purchasing such Offered Interests (in addition to such reasonable and
customary representations and warranties requested by the Persons purchasing such Offered Interests) that such
Offered Interests are being transferred to such Persons free and clear of liens, encumbrances and interests or
rights of other Persons (except as provided in this Agreement, the Radio One Change of Control Agreement
and/or the Buy/Sell Agreement), and (iii) each Person purchasing the Offered Interests shall make payment of
such Person’s proportionate share of the aggregate Offer Price (based upon the Offered Interests being
purchased by each such Person) by wire transfer of immediately available funds to an account specified by the
Offeror; provided, however, that in the event the Offeror is Comcast and the Offered Interests comprise all of
the Equity Interests held by Comcast and its Unit Affiliates, each Person purchasing such Offered Interests shall
have the option of making payment of such Person’s proportionate share of the aggregate Offer Price by (1) wire
transfer of immediately available funds to an account specified by Comcast for one-third of such Person’s
proportionate share of the aggregate Offer Price and (2) delivery of an unsecured promissory note issued by such
Person bearing interest at the rate of 7% per annum for the remaining two-thirds of such Person’s proportionate
share of the aggregate Offer Price, the principal and interest under which shall be payable on the second
anniversary of the closing under this Section 11.3(c).
  
                          (d)    Notwithstanding anything to the contrary contained in this Section 11.3, except for
the last sentence of Section 11.3(a)(i) (which shall, in any event, remain applicable to any proposed Transfer of 
Offered Interests by Class D Members), if the Network and/or the Non-Class D Members elect to purchase less
than all of the Offered Interests pursuant to this Section 11.3, all of the elections to purchase Offered Interests
pursuant to this Section 11.3 shall be of no force or effect and the Offeror may, subject to the other provisions of
this Agreement (including, without limitation, the Co-Sale Rights set forth in Section 11.4), Transfer the Offered
Interests to the third-party identified in, and otherwise on the terms and conditions set forth in, the Offer Notice;
provided , however , that such sale is consummated within one-hundred fifty (150) days after the receipt by the
Network and the Non-Class D Members of the Offer Notice. If such Transfer is not consummated within 150
days after the receipt by the Network and the Non-Class D Members of the Offer Notice for any reason, then
the restrictions provided for herein shall again become effective, and no Transfer of such Offered Interests may
be made thereafter by the Offeror without again offering the same to the Network and the Non-Class D
Members in accordance with this Section 11.3.
  
                          (e)    As long as there has not been a Comcast Trigger Event, upon the delivery by
Comcast of a Termination Notice (as defined in the Radio One Change of Control Agreement) to Radio One and
the Network pursuant to Section 2.2(a) of the Radio One Change of Control Agreement, Radio One’s Equity
Interests shall remain subject to the Right of First Refusal limitations set forth in this Section 11.3 (which, for the
avoidance of doubt, do not apply to Permitted Transfers) and Radio One’s right to receive Offer Notices and
exercise its Right of First Refusal with respect to Transfers of Offered Interests by other Members shall terminate
and have no further force or effect.
  
  
  
     Exhibit 3.1 - 60
                                                                                                                    
  
        Section 11.4    Co-Sale Rights.
  
                          (a)    If (i) the Offered Interests are not Class D Common Units and the Offeror is not a 
Class D Member and (ii) the Network and the Non-Class D Members do not provide notice of their intent to
purchase all of the Offered Interests within the Network Acceptance Period, then the Offeror shall notify the
other Non-Class D Members in writing of its intention to consummate the third-party sale specified in the Offer
Notice (the “ Co-Sale Notice ”).  The Co-Sale Notice shall be delivered within ten (10) days of the expiration
of the Network Acceptance Period.
  
                          (b)    Subject to subsection (c) below, the other Non-Class D Members receiving the
Co-Sale Notice shall have the option, exercisable by written notice to the Offeror prior to twenty (20) days after
its receipt of the Co-Sale Notice to require the Offeror to arrange for such purchaser or purchasers to purchase
the same percentage (the “ Co-Sale Percentage ”) of Equity Interests then owned by such other Non-Class D
Members as the ratio of (i) the total number of Offered Interests which are to be Transferred by the Offeror
pursuant to the proposed Transfer to (ii) the total number of Equity Interests owned by the Offeror immediately
prior to such Transfer, or any lesser amount of Equity Interests as such other Non-Class D Members shall desire
(the “ Co-Sale Rights ”).  Any such purchase shall be made at the same time, and upon the same terms and
conditions, as the Transfer by the Offeror of its Equity Interests; provided, however , that none of such other
Non-Class D Members shall be required to agree to indemnity or contribution provisions in excess of such other
Non-Class D Member’s proceeds from such Transfer.
  
                          (c)    If the other Non-Class D Members shall so elect, the Offeror agrees that it shall
either (i) arrange for the proposed purchaser or purchasers to purchase all or a portion (as such other Non-Class
D Members shall specify) of the same Co-Sale Percentage of the Equity Interests then owned by such other
Non-Class D Members at the same time as and upon the same terms and conditions at which the Offeror sells its
Equity Interests, provided , however , that if such purchaser or purchasers shall elect to purchase only such
aggregate number of Equity Interests as originally agreed with the Offeror (or a greater number of Equity Interests
that is still less than the sum of the Offered Interests and the number of Equity Interests elected to be sold
pursuant to the Co-Sale Rights of the other Non-Class D Members), then the number of Equity Interests to be
Transferred by the Offeror and the other Non-Class D Members electing to participate in the proposed Transfer
shall be reduced pro rata to such aggregate number or (ii) not effect the proposed Transfer to such purchaser or
purchasers.
  
                          (d)    Notwithstanding anything to the contrary contained in this Section 11.4, (i) if the 
Offered Units are Class D Common Units and the Offeror is a Class D Member or (ii) if the Non-Class D
Members do not elect to participate in the sale of the Offered Units pursuant to Section 11.4(a)-(c), the Offeror
may, subject to the other provisions of this Agreement, Transfer the Offered Interests to the third-party identified
in, and otherwise on the terms and conditions set forth in, the Offeror Notice or the Co-Sale Notice, as
applicable; provided , however , that such sale is consummated within the period specified in Section 11.3(e)
hereof.
  
                          (e)    As long as there has not been a Comcast Trigger Event, upon the delivery by
Comcast of a Termination Notice (as defined in the Radio One Change of Control Agreement) to Radio One and
the Network pursuant to Section 2.2(b) of the Radio One Change of Control Agreement, Radio One’s Equity
Interests shall remain subject to the Co-Sale Right limitations set forth in this Section 11.4 (which, for the
avoidance of doubt, do not apply to Permitted Transfers) and Radio One’s right to receive Co-Sale Notices and
exercise its Co-Sale Right with respect to the Transfer of Equity Interests of other Members shall terminate and
have no force or effect.
  
  
  
                                                  Exhibit 3.1 - 61
                                                                                                                       
  
        Section 11.5    Prohibited Transfers.
  
                          (a)    Prohibited Transfer .  A “  Prohibited Transfer ”  shall be deemed to have
occurred if a transaction or series of related transactions is consummated that results in (1) the ultimate Parent of
any Member immediately prior to such transaction or series of related transactions ceasing to Control such
Member immediately after such transaction or series of related transactions (other than the sale or transfer by any
limited partner, general partner, shareholder or member of any Initial Member who is a Financial Investor
Member (or any Substitute Member of such Initial Member), or any Parent thereof, of its equity interest in such
Financial Investor Member or Parent thereof), (2) the holder of the capital stock of a Blocker Corporation 
immediately prior to such transaction or series of related transactions ceasing to hold all of the capital stock of
such Blocker Corporation immediately after such transaction or series of related transactions (unless immediately
after such transaction or series of related transactions the holder and/or one or more Affiliates of such holder
holds all of the capital stock of such Blocker Corporation), (3) immediately after such transaction or series of 
related transactions, any of Constellation, CV II-Delaware, BSC Employee Fund, CVC II Partners,
Opportunity, Pacesetter or Syndicated (or any Substitute Member of any such Member) ceasing to Control any
Person that was a Unit Affiliate of Constellation, CV II-Delaware, BSC Employee Fund, CVC II Partners,
Opportunity, Pacesetter or Syndicated (or any Substitute Member of any such Member), as applicable,
immediately prior to such transaction or series of related transactions, or (4) a Class D Member that was 
admitted as a Member pursuant to Section 13.5 hereof and that Transferred a portion or all of the Class D 
Common Units held by such Class D Member in accordance with the Network Equity Plan to a Class D
Controlled Entity of such Class D Member ceasing to Control 100% of the Voting Power of such Class D
Controlled Entity and 100% of the power to dispose of, or direct the disposition of, the Class D Common Units
so transferred to such Class D Controlled Entity; provided,  however  that notwithstanding the foregoing, a
Comcast Strategic Transaction shall not be considered a Prohibited Transfer.  A “  Comcast Strategic
Transaction ”  shall mean a transaction or series of related transactions in which Control of one or more
Affiliates (or the assets of such Affiliates) of Comcast Corporation (including any Affiliate of Comcast
Corporation that then owns Units or other Equity Interests) is transferred ; provided that (i) the Affiliate or
Affiliates of Comcast Corporation that then own Units or other Equity Interests are all transferred in connection
with such transaction or transactions, (ii) the Units and other Equity Interests held by the Affiliate or Affiliates of
Comcast Corporation comprise less than 30% of the aggregate value of all of the programming-related assets
and interests of Comcast Corporation being transferred, and (iii) Comcast Corporation provides written notice of
such Comcast Strategic Transaction to Radio One and the Network at least thirty (30) days prior to the
consummation of such transaction, which notice shall contain a description of the programming-related assets and
interests being transferred and an internal valuation prepared in good faith by Comcast Corporation evidencing
the value of the Units and other Equity Interests being transferred in connection with such Comcast Strategic
Transaction and the value of all of Comcast Corporation’s programming-related assets and interests being
transferred in connection with such Comcast Strategic Transaction.
  
                          (b)    Effect of a Prohibited Transfer .  Upon receipt of written notice from any Member 
or the Network that such Person believes that a Prohibited Transfer has occurred, each Member transferred in
the alleged Prohibited Transfer shall use its best efforts to nullify such Prohibited Transfer within a period of thirty
(30) days or to demonstrate within a period of thirty (30) days to the satisfaction (in their unfettered discretion) of
a majority of the Managers not designated (1) by such Member, (2) by an Affiliate of such Member or (3) by a
Person that was an Affiliate of such Member prior to such alleged Prohibited Transfer, that the alleged Prohibited
Transfer is not a Prohibited Transfer.  Failure to nullify such Prohibited Transfer or to demonstrate to the 
satisfaction (in their unfettered discretion) of such Managers that an alleged Prohibited Transfer is not a Prohibited
Transfer within such 30 day period shall automatically result in the Member transferred in the Prohibited Transfer
becoming a Limited Member in accordance with Section 13.4 hereof.
  
         Section 11.6    Representations Regarding Transfers .  Each Member hereby covenants and 
agrees with the Network for the benefit of the Network and all Members, that (i) it is not currently making a 
market in Units and will not in the future make a market in Units, and (ii) it will not Transfer its Equity Interest on 
an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of
Code Section 7704(b) (and any Regulations, proposed Regulations, revenue rulings, or other official
pronouncements of the Internal Revenue Service or the United States Treasury Department that may be
promulgated or published thereunder).  Each Member further agrees that it will not Transfer any Equity Interest to 
any Person unless such Person agrees to be bound by this Section 11.6 and to Transfer such Interest only to
Persons who agree to be similarly bound.
  
  
  
                                           Exhibit 3.1 - 62
                                                                                                                        
  
                                     ARTICLE XII
                                            
                  ADDITIONAL RIGHTS AND OBLIGATIONS OF THE MEMBERS
  
        Section 12.1    Financial Investor Members Call Right.
  
                           (a)    Appraisal .  During the period beginning 120 days before the sixth anniversary of 
the Launch Date and ending on the sixth anniversary of the Launch Date, either Comcast or Radio One shall be
permitted to demand that Appraisals be completed by Investment Banks to determine the Final Fair Market
Value.  If Comcast or Radio One elects to exercise such right, it shall provide written notice of such demand to 
Radio One or Comcast, as applicable, and to each of the Call Right Members within such 120-day
period.  Following the making of such demand in writing, (i) Comcast, Radio One and the Call Right Members 
shall initiate the process of selecting Investment Banks in accordance with Section 12.1(i) hereof, (ii) Comcast,
Radio One, the Call Right Members and the Network shall cooperate with the Investment Banks in connection
with the completion of the Appraisals and (iii) the Network shall make available such information and personnel
as the Investment Banks deem reasonably necessary to complete their determination of the Final Fair Market
Value within sixty (60) days of the date that the Investment Banks are selected in accordance with Section 12.1
(i) hereof.  Upon completion of the Appraisals, the Investment Banks shall deliver their determination of the Final 
Fair Market Value together with relevant reports and related work papers to the Network, Comcast, Radio One
and the Call Right Members.  The determination of the Investment Banks as to the Final Fair Market Value shall 
be final and binding upon the parties.
  
                           (b)    Derivative Equity Interest Exercise .  No later than the 10 t h day following the
delivery by the Investment Banks of their determination of the Final Fair Market Value, each Call Right Member
who is a holder of any Derivative Equity Interest shall provide written notice to the Network, Comcast and Radio
One (the “ Derivative Equity Interest Exercise Notice ”), pursuant to which such holder shall irrevocably
commit and agree to (i) pay any and all amounts necessary to exercise, convert or exchange any such Derivative
Equity Interests into Units and deliver any notices or documents as are required to effect any such exercise,
conversion or exchange, (ii) surrender any such Derivative Equity Interests for termination without any
consideration for such termination, or (iii) irrevocably cancel and terminate any right to acquire Units or Derivative
Equity Interests or to convert any security into Units or Derivative Equity Interests (including, without limitation,
the termination of any right applicable to any debt security to convert such security in whole or in part into Units
or Derivative Equity Interests), in each case in order to effect the action set forth in clauses (i)-(iii), as applicable
concurrent with the applicable closing (a “ Derivative Equity Interest Exercise ”).  Promptly following the
delivery of a Derivative Equity Interest Exercise Notice, such Call Right Member shall execute any other
documents and agreements requested by the Network to effect such Derivative Equity Interest Exercise.  Any 
Units issued pursuant to any Derivative Equity Interest Exercise, together with all other Units owned by the Call
Right Member, shall be referred to herein as “ Call Units . ” If a Call Right Member holding a Derivative Equity
Interest shall fail to deliver a Derivative Equity Interest Exercise Notice within such ten-day period, then, subject
to the last sentence of this Section 12.1(b), (A) such Call Right Member shall be deemed to have elected to 
irrevocably terminate and cancel its right to acquire Units or Derivative Equity Interests or to convert any security
into Units or Derivative Equity Interests and shall cease to have any right to effect a Derivative Equity Interest
Exercise with respect to any Derivative Equity Interests held by such Call Right Member, (B) Comcast and 
Radio One (and the Network, in the event of a Redemption Closing) shall not be required to purchase any Units
issuable upon any Derivative Equity Exercise of such Call Right Member, and (C) upon the consummation of the 
Call Right Closing or Redemption Closing, as applicable, all such Derivative Equity Interests (or, if applicable, the
right applicable to any debt security to convert such security in whole or part into Units or Derivative Equity
Interests) shall terminate automatically and without any further action by any Person.  If the Call Right Closing or 
Redemption Closing does not occur within ninety (90) days after the Initial Meeting Date, or such other time as
the Network, Comcast, Radio One and the Call Right Members shall agree (but in no event more than one
hundred eighty (180) days after the Initial Meeting Date), then (y) any Derivative Equity Interest Exercise Notice 
delivered by a Call Right Member pursuant to the first sentence of this Section 12.1(b) shall be deemed to be
rescinded and shall have no force and effect, and (z) the right of all Call Right Members holding Derivative Equity 
Interests (including without limitation all such Call Right Members who failed to deliver a Derivative Equity
Interest Exercise Notice within the ten-day period following delivery by the Investment Banks of their
determination of the Fair Market Value) to effect a Derivative Equity Interest Exercise in accordance with the
terms of such Member’s Derivative Equity Interest and the terms hereof shall be automatically restored without
any further action by any Person.
  
                         (c)    Exercise of Call Right .  No later than the 30th day after delivery by the 
Investment Banks of the Final Fair Market Value, Comcast and Radio One shall each deliver written notice
(each, an “ Exercise Notice ”) by certified mail to the Chief Executive Officer of the Network with instructions
not to open the envelopes containing the Exercise Notices prior to a meeting among the Chief Executive Officer
and representatives of Comcast and Radio One (the “ Initial Meeting ”).  The Initial Meeting shall take place at
the offices of the Network (1) at a date and time agreed upon by the Chief Executive Officer, Comcast and
Radio One, or (2) if such Persons cannot agree upon a date within five (5) days after the end of such 30-day
period, on a date and time selected by the Chief Executive Officer (and provided to Comcast and Radio One in
writing), which date shall not be later than the 45th day following the delivery by the Investment Banks of their
determination of the Final Fair Market Value (the “ Initial Meeting Date ”); provided , that if Comcast or
Radio One does not deliver an Exercise Notice in the time frame set forth in the first sentence hereof, then the
Initial Meeting Date shall be at a date and time agreed upon by the Chief Executive Officer and (A) Radio One, if 
Comcast does not deliver an Exercise Notice and (B) Comcast, if Radio One does not deliver an Exercise 
Notice.  The Comcast Exercise Notice shall state whether or not Comcast agrees to purchase all of the Call 
Units for an aggregate price equal to the product of the Final Fair Market Value multiplied by the number of all
Call Units (the “ Call Unit Price ”) and the Radio One Exercise Notice shall state whether or not Radio One
agrees to purchase all of the Call Units at the Call Unit Price.  The failure by Comcast or Radio One to deliver an
Exercise Notice within such 30-day period shall be deemed to be the delivery of an Exercise Notice stating that
such Person does not agree to purchase the Call Units at the Call Unit Price.  At the Initial Meeting, the Chief 
Executive Officer shall open the Exercise Notice envelopes and provide the representatives of Comcast and
Radio One with copies of both Exercise Notices.  The following provisions shall thereafter be applicable: 
  
  
  
                                                 Exhibit 3.1 - 63
                                                                                                                           
  
                                         (i)    If Comcast’s Exercise Notice states that Comcast desires to buy all of
     the Call Units for the Call Unit Price and Radio One does not deliver an Exercise Notice or Radio One’s
     Exercise Notice states that Radio One does not desire to buy all of the Call Units, then (A) Comcast shall be
     obligated to purchase all of the Call Units for the Call Unit Price, (B) the Call Right Members shall be obligated
     to sell all of the Call Units to Comcast for the Call Unit Price, (C) pursuant to (and subject to the limitations set 
     forth in) Section 4.4(b) hereof, following the Call Right Closing, the Board shall consist of five (5) Managers of 
     which Comcast shall designate three (3) Comcast Managers, DIRECTV shall designate one (1) DIRECTV
     Manager and Radio One shall designate one (1) Radio One Manager and (D) following the Call Right Closing, 
     Comcast may deliver to Radio One and the Network a Termination Notice pursuant to Section 6.2(d) of the 
     Network Services Agreement.   The purchase and sale of the Call Units pursuant to this Section 12.1(c)(i) shall
     take place in accordance with the provisions set forth in Section 12.1(d) hereof.
  
                                          (ii)    If Radio One’s Exercise Notice states that Radio One desires to buy
     all of the Call Units for the Call Unit Price and Comcast does not deliver an Exercise Notice or Comcast’s
     Exercise Notice states that Comcast does not desire to buy all of the Call Units, then (A) Radio One shall be
     obligated to purchase all of the Call Units for the Call Unit Price, (B) the Call Right Members shall be obligated
     to sell all of the Call Units to Radio One for the Call Unit Price and (C) pursuant to (and subject to the 
     limitations set forth in) Section 4.4(b) hereof, following the Call Right Closing, the Board shall consist of five (5) 
     Managers of which Radio One shall designate three (3) Radio One Managers, DIRECTV shall designate one
     (1) DIRECTV Manager and Comcast shall designate one (1) Comcast Manager.  The purchase and sale of the 
     Call Units pursuant to this Section 12.1(c)(ii) shall take place in accordance with the provisions set forth in
     Section 12.1(d) hereof.
  
                                         (iii)    If the Exercise Notices of both Comcast and Radio One state that
     each such Person desires to buy all of the Call Units for the Call Unit Price, then (A) Comcast and Radio One
     shall be obligated to purchase all of the Call Units for the Call Unit Price, in such relative amounts that after
     such purchase (1) Radio One and its Unit Affiliates collectively own 51% of the outstanding Units (calculated
     on a Fully Diluted Basis, excluding the Class D Common Units and DIRECTV Equity Interests), and (2)
     Comcast and its Unit Affiliates collectively own 49% of the outstanding Units (calculated on a Fully Diluted
     Basis, excluding the Class D Common Units and DIRECTV Equity Interests); provided , however , that if
     Comcast and its Unit Affiliates collectively own more than 49% of the outstanding Units (calculated on a Fully
     Diluted Basis, excluding the Class D Common Units and DIRECTV Equity Interests) prior to the opening of
     the Exercise Notices pursuant to Section 12.1(c) hereof, then Radio One shall purchase all of the Call Units for
     the Call Unit Price, (B) the Call Right Members shall be obligated to sell all of their Call Units to Comcast
     and/or Radio One for an aggregate price equal to the Call Unit Price in accordance with this paragraph, and
     (C) pursuant to (and subject to the limitations set forth in) Section 4.4(b) hereof, following the Call Right
     Closing, the Board shall consist of five (5) Managers and, as between Comcast and Radio One (together in
     each case with their respective Unit Affiliates), the owner of a majority of the outstanding Units after the Call
     Right Closing (calculated on a Fully Diluted Basis, excluding the Class D Common Units and the DIRECTV
     Equity Interests) shall designate three (3) Managers, DIRECTV shall designate one (1) Manager and the owner
     of less than a majority of the outstanding Units after the Call Right Closing (calculated on a Fully Diluted Basis,
     excluding the Class D Common Units and the DIRECTV Equity Interests) shall designate one (1)
     Manager.  The purchase and sale of Call Units pursuant to this Section 12.1(c)(iii) shall take place in 
     accordance with the provisions set forth in Section 12.1(d) hereof.
  
                                        (iv)    If the Exercise Notices of both Comcast and Radio One state that
     each such Person desires to buy all of the Call Units for the Call Unit Price and each of Comcast and Radio
     One elects to cause such Call Units to be redeemed by the Network for an aggregate price equal to the Call
     Unit Price instead of purchased by Comcast and Radio One pursuant to Section 12.1(c)(iii) hereof, then the
     Network shall redeem the Call Units using capital of the Network and/or additional Capital Contributions made
     by Comcast and Radio One .   In the event Comcast and Radio One fund this redemption through additional 
     Capital Contributions, such Capital Contributions shall be made in exchange for the same aggregate number of
     Class A Common Units as are issuable upon the conversion of Series A Preferred Units held by the Call Right
     Members plus all other Units (including any Units issued or issuable pursuant to a Derivative Equity Interest
     Exercise made pursuant to Section 12.1(b)) held by the Call Right Members and being purchased by the
     Network and in such relative amounts such that after such contribution and exchange (1) Radio One and its
     Unit Affiliates collectively own 51% of the outstanding Units (calculated on a Fully Diluted Basis, excluding the
     Class D Common Units and the DIRECTV Equity Interests), and (2) Comcast and its Unit Affiliates
     collectively own 49% of the outstanding Units (calculated on a Fully Diluted Basis, excluding the Class D
     Common Units and the DIRECTV Equity Interests); provided , however , that if Comcast and its Unit
     Affiliates collectively own more than 49% of the outstanding Units (calculated on a Fully Diluted Basis,
     excluding the Class D Common Units and the DIRECTV Equity Interests) prior to the opening of the Exercise
     Notices, Radio One shall make all of the Capital Contributions necessary to redeem the Call Right
     Members.  Following the Redemption Closing pursuant to this Section 12.1(c)(iv), pursuant to (and subject to 
     the limitations set forth in) Section 4.4(b) hereof, the Board shall consist of five (5) Managers and, as between
     Comcast and Radio One (together in each case with their respective Unit Affiliates), the owner of a majority of
     the outstanding Units after the Redemption Closing (calculated on a Fully Diluted Basis, excluding the Class D
     Common Units and the DIRECTV Equity Interests) shall designate three (3) Managers, DIRECTV shall
     designate one (1) Manager and the owner of less than a majority of the Units (calculated on a Fully Diluted
     Basis, excluding the Class D Common Units and the DIRECTV Equity Interests) shall designate one (1)
     Manager.  The redemption of Units pursuant to this Section 12.1(c)(iv) shall take place in accordance with the 
     provisions set forth in Section 12.1(e) hereof.
  
  
  
                                                    Exhibit 3.1 - 64
                                                                                                                      
  
                                         (v)    If the Exercise Notices of both Comcast and Radio One state that
     neither of such Persons desire to buy all of the Call Units for the Call Unit Price, (i) neither Comcast nor Radio
     One shall be obligated to purchase the Call Units pursuant to this Section 12.1, (ii) the Call Right Members
     shall not be obligated to sell their Call Units to Comcast or Radio One pursuant to this Section 12.1, (iii) the
     Derivative Equity Interest Exercise Notice delivered by the Call Right Members pursuant to the first sentence of
     Section 12.1(b) shall be deemed to be rescinded and shall have no force and effect, (iv) the right of all Call 
     Right Members holding Derivative Equity Interests (including without limitation all Call Right Members who
     failed to deliver a Derivative Equity Interest Exercise Notice within the ten-day period following delivery by the
     Investment Banks of their determination of the Fair Market Value) to effect a Derivative Equity Interest
     Exercise in accordance with the terms of such Member’s Derivative Equity Interest and the terms hereof shall
     be automatically restored without any further action by any Person and (v) the Person that first demanded that
     Appraisals be completed pursuant to Section 12.1(a) hereof shall be required to reimburse the Network for the
     Appraisal-related costs and expenses incurred by the Network pursuant to Section 12.1(i) hereof.
  
                                         (vi)    If Comcast’s Exercise Notice states that Comcast desires to buy all
     of the Call Units for the Call Unit Price and if Comcast desires to issue common stock of Comcast Corporation
     as all or a portion of the purchase price for the Call Units it will purchase at the Call Right Closing, provided
     that Comcast Corporation is eligible to use Form S-3 (or a similar form of registration statement), Comcast
     shall deliver to the Call Right Members, at least thirty (30) days prior to the Call Right Closing, the Comcast
     Registration Rights Agreement executed by Comcast Corporation, and each Call Right Member shall be
     required to execute the Comcast Registration Rights Agreement and return such agreement (as so executed) to
     Comcast Corporation within ten (10) days following receipt thereof.  If Comcast does not deliver an executed 
     copy of the Comcast Registration Rights Agreement to the Call Right Members at least thirty (30) days prior to
     the Call Right Closing, Comcast shall not be permitted to issue common stock of Comcast Corporation to any
     Call Right Member as all or a portion of the purchase price for the Call Units held by such Call Right Member
     at the Call Right Closing (without the consent of such Call Right Member).  If any Call Right Member does not 
     execute and return the Comcast Registration Rights Agreement within the 10 day period set forth above,
     Comcast shall be permitted to issue common stock of Comcast Corporation to such Call Right Member as all
     or a portion of the purchase price for the Call Units held by such Call Right Member at the Call Right Closing,
     but neither Comcast Corporation nor any of its Affiliates shall be under any obligation to register such common
     stock in accordance with the provisions of the Comcast Registration Rights Agreement or otherwise.
  
                                         (vii)    If Radio One’s Exercise Notice states that Radio One desires to buy
     all of the Call Units for the Call Unit Price and if Radio One desires to issue common stock of Radio One, Inc.
     as all or a portion of the purchase price for the Call Units it will purchase at the Call Right Closing, provided
     that Radio One, Inc. is eligible to use Form S-3 (or a similar form of registration statement), Radio One shall
     deliver to the Call Right Members, at least thirty (30) days prior to the Call Right Closing, the Radio One
     Registration Rights Agreement executed by Radio One, Inc., and each Call Right Member shall be required to
     execute the Radio One Registration Rights Agreement and return such agreement (as so executed) to Radio
     One, Inc. within ten (10) days following receipt thereof.  If Radio One does not deliver an executed copy of the 
     Radio One Registration Rights Agreement to the Call Right Members at least thirty (30) days prior to the Call
     Right Closing, Radio One shall not be permitted to issue common stock of Radio One, Inc. to any Call Right
     Member as all or a portion of the purchase price for the Call Units held by such Call Right Member at the Call
     Right Closing (without the consent of such Call Right Member).  If any Call Right Member does not execute 
     and return the Radio One Registration Rights Agreement within the 10 day period set forth above, Radio One
     shall be permitted to issue common stock of Radio One, Inc. to such Call Right Member as all or a portion of
     the purchase price for the Call Units held by such Call Right Member at the Call Right Closing, but neither
     Radio One, Inc. nor any of its Affiliates shall be under any obligation to register such common stock in
     accordance with the provisions of the Radio One Registration Rights Agreement or otherwise.
  
  
  
  
                                                    Exhibit 3.1 - 65
                                                                                                                         
  
                           (d)    Call Right Closing .  The closing (the “ Call Right Closing ”) of the purchase and
sale of the Call Units (to the extent applicable, after giving effect to the Derivative Equity Interest Exercise made
by each Call Right Member) pursuant to Section 12.1(c)(i)-(iii) hereof shall be made on a date within ninety (90)
days of the Initial Meeting Date.  At the Call Right Closing, which shall be at a place and time reasonably selected 
by the Person purchasing Call Units at such closing, (i) each of the Call Right Members shall (A) if applicable,
effect the Derivative Equity Interest Exercise in accordance with such Call Right Member’s Derivative Equity
Interest Exercise Notice delivered pursuant to Section 12.1(b) hereof, (B) execute and deliver such documents 
as shall be reasonably requested by the Persons purchasing such Member’s Call Units in order to vest full
beneficial and record ownership of all of the Call Units then owned by such Member in the Persons purchasing
the Call Units, and (C) represent and warrant to the Persons purchasing such Member’s Call Units (in addition to
such other customary representations and warranties requested by the Persons purchasing such Call Units) that
such Call Units are being transferred to such Persons free and clear of liens, encumbrances and interests or rights
of other Persons (except as provided in this Agreement, the Buy/Sell Agreement or the Radio One Change of
Control Agreement), and (ii) each Person purchasing Call Units shall make payment to each Call Right Member
in an amount equal to the Call Unit Price multiplied by a fraction, the numerator of which is the number of Call
Units being acquired from such Member by such Person and the denominator of which is the total number of Call
Units, such payment to be made by (at the purchaser’s option) (x) wire transfer of immediately available funds to
an account specified in writing by each Call Right Member, (y) the issuance of    the most widely held class of
common stock of Comcast Corporation and/or Radio One, Inc. (based upon the average closing price for such
common stock during the ten (10) consecutive trading days ending two days prior to the date of the Call Right
Closing), which shares of common stock, except as otherwise provided in Section 12.1(c)(vi) and (vii) above,
shall be “Registrable Securities” pursuant to the provisions of the Comcast Registration Rights Agreement or the
Radio One Registration Rights Agreement, as applicable, or (z) any combination of the foregoing; provided that
each Call Right Member receives from Comcast and Radio One, as applicable, the same proportionate amount
of cash and common stock as payment for the Call Units sold by such Call Right Member (except in the event
that the issuance of common stock of Comcast Corporation or Radio One, Inc. to any Call Right Member would
subject the issuer, in the issuer’s reasonable judgment, to legal or regulatory rules or burdens of a nature or
degree not present as to the other Call Right Members to which such common stock is issued, in which case such
Call Right Member may receive its entire purchase price in cash while other Call Right Members receive all or a
portion of their purchase price in common stock (but not a greater amount of common stock than such Call Right
Members would have otherwise received)).  The right to issue common stock of (I) Comcast Corporation as 
payment at the Call Right Closing shall terminate in the event neither Comcast Corporation nor any Affiliate of
Comcast Corporation is a Member and (II) Radio One, Inc. as payment at the Call Right Closing shall terminate 
in the event neither Radio One, Inc. nor any Affiliate of Radio One, Inc. is a Member.  In connection with the 
Call Right Closing, Comcast and Radio One may assign all or any portion of its respective purchase rights under
this Section 12.1(d) to an Affiliate of such Person.  In the event that either or both of Comcast or Radio One, as 
applicable, fails to fully satisfy or be in a position to satisfy its obligations to purchase Call Units at the Call Right
Closing (each, a “ Call Right Defaulting Person ”) and such Call Right Closing does not occur, (1) so long as
all of the Call Right Members have fully satisfied or are in a position to fully satisfy at the Call Right Closing all of
their conditions and obligations in connection with such Call Right Closing, the Call Right Defaulting Person shall
reimburse (or in the event there is more than one Call Right Defaulting Person, the Call Right Defaulting Persons
shall reimburse in proportion to the relative Call Units to be purchased by each Call Right Defaulting Person at
the Call Right Closing) the Call Right Members for their actual and reasonable out of pocket expenses incurred
(not to exceed    $150,000.00 in the aggregate for all Call Right Members) in connection with the Call Right
Closing (provided that such reimbursement shall not constitute, or be deemed to be, an admission of liability by
the Call Right Defaulting Person(s)), and (2) any Call Right Defaulting Person’s rights but not obligations to
participate in such Call Right Closing shall automatically and irrevocably terminate.  Following the Call Right 
Closing Date, in the event that (x) all of the Series A Preferred Units held by the Financial Investor Members and 
the DIRECTV Members have been purchased, redeemed or previously forfeited, or (y) all of the Series A 
Preferred Units held by the Financial Investor Members have been purchased, redeemed or previously forfeited
and DIRECTV is a Limited Member, then all of the remaining Series A Preferred Units shall automatically be
converted into Class A Common Units pursuant to Section 5.2(e)(iv)(2).
  
                           (e)    Redemption Closing .  The closing (the “  Redemption Closing ”) of the
redemption of Call Units (to the extent applicable, after giving effect to the Derivative Equity Interest Exercise
made by each Call Right Member) pursuant to Section 12.1(c)(iv) hereof shall be made at a date within ninety
(90) days of the Initial Meeting Date.  At the Redemption Closing, which shall be at a place and time reasonably 
selected by the Network, (i) each of the Call Right Members shall (A) if applicable, effect the Derivative Equity 
Interest Exercise in accordance with such Call Right Member’s Derivative Equity Interest Exercise Notice
delivered pursuant to Section 12.1(b) hereof, (B) execute and deliver such documents as shall be reasonably 
requested by the Network, and (C) represent and warrant to the Network (in addition to such other customary 
representations and warranties requested by the Network) that such Call Units are being transferred to the
Network free and clear of liens, encumbrances and interests or rights of other Persons, and (ii) the Network shall
make payment to each Call Right Member in an amount equal to the Call Unit Price multiplied by a fraction, the
numerator of which is the number of Call Units being redeemed from such Member and the denominator of which
is the total number of Call Units, such payment to be made by wire transfer of immediately available funds to an
account specified in writing by the Call Right Members.  In the event that the Network fails to fully satisfy or be in 
a position to fully satisfy its obligations to purchase Call Units at the Redemption Closing and such Redemption
Closing does not occur, (1) so long as all of the Call Right Members have fully satisfied or are in a position to
fully satisfy at the Redemption Closing all of their conditions and obligations in connection with such Redemption
Closing, the Network shall reimburse the Call Right Members for their actual and reasonable out of pocket
expenses incurred (not to exceed $150,000.00 in the aggregate for all Call Right Members) in connection with
the Redemption Closing (provided that such reimbursement shall not constitute, or be deemed to be, an
admission of liability by the Network), and (2) the Network’s rights but not obligations to participate in such
Redemption Closing shall automatically and irrevocably terminate.  Following the Redemption Closing, in the 
event that (x) all of the Series A Preferred Units held by the Financial Investor Members and the DIRECTV 
Members have been purchased, redeemed or previously forfeited, or (y) all of the Series A Preferred Units held 
by the Financial Investor Members have been purchased, redeemed or previously forfeited and DIRECTV is a
Limited Member, then all of the remaining Series A Preferred Units shall automatically be converted into Class A
Common Units pursuant to Section 5.2(e)(iv)(2).
  
  
  
  
                                                  Exhibit 3.1 - 66
                                                                                                                      
  
                          (f)    Call Right With Respect to Class D Members .  The Network may, with the 
written consent of Comcast (as long as there has not been a Comcast Trigger Event) and Radio One (as long as
there has not been a Radio One Trigger Event) elect, during the period beginning 120 days before the sixth
anniversary of the Launch Date and ending on the sixth anniversary of the Launch Date (the “ Class D Call
Exercise Period ”), to purchase up to all of the Class D Common Units of each Class D Member that, as of the
last day of the Class D Call Exercise Period or such later date as the Board may determine, are no longer subject
to forfeiture in accordance with such Class D Member’s Award Agreement (the “ Class D Call Units ”) at a
price per Class D Call Unit equal to (1) the Final Fair Market Value of a Class D Common Unit as determined in 
accordance with Section 12.1(a) hereof or, (2) if no such Final Fair Market Value has been determined, the Fair 
Market Value (as defined in the Network Equity Plan) of a Class D Common Unit (such price, the “ Class D
Call Unit Price ”).  If the Network elects to exercise its right to purchase such Class D Call Units, it shall
provide written notice thereof to the Class D Members during the Class D Exercise Period.  Not later than the 
tenth (10th) day following the date that the Investment Banks deliver their determination of the Final Fair Market
Value under Section 12.1(a) (such date, the “ Call Right Value Determination Date ”) (if any) or the tenth
(10th) day following the last day of the Class D Call Exercise Period (if there is no Call Right Value
Determination Date), the Network shall deliver (i) written notice to each Class D Member, which notice shall 
include the Class D Call Unit Price and the anticipated date of the Class D Call Closing and (ii) written notice to 
Comcast and Radio One indicating the number of Class D Call Units (if any) that are available for purchase by
Comcast and/or Radio One (a “ Class D Call Participation Request Notice ”).  If Comcast and/or Radio
One wish to purchase any Class D Call Units that are available for purchase, it shall deliver written notice to the
Network no later than (x) the thirtieth (30th) day following the Call Right Value Determination Date (if any) or 
(y) the twentieth (20th) day following the delivery of the Class D Call Participation Request Notice (if there is no 
Call Right Value Determination Date) ((x) or (y), the “ Class D Call Acceptance Date ”), which written notice
shall indicate the number of Class D Call Units that it elects to purchase and shall constitute its irrevocable
commitment to purchase the Class D Call Units indicated therein (each such notice, an “  Class D Call
Acceptance Notice ”).  If Comcast and/or Radio One indicate that they elect to purchase, in the aggregate,
more Class D Call Units than are available for purchase by Comcast and/or Radio One, the Class D Call Units
available for purchase shall be allocated to Comcast and/or Radio One based on the relative Percentage Interest
of Comcast and Radio One as of the date of the Class D Call Right Participation Request Notice.  If neither 
Comcast nor Radio One elect to purchase the Class D Call Units available for purchase by Comcast or Radio
One, or fail to timely deliver a proper Class D Call Acceptance Notice, then the Network may, at its sole
discretion, elect to purchase, at the Class D Call Closing, the Class D Call Units that neither Comcast nor Radio
One elected to purchase.  Within five (5) days after the Class D Call Acceptance Date, the Network shall deliver 
written notice to each of Comcast, Radio One and to each Class D Member from whom the Network, Comcast
and/or Radio One is purchasing Class D Call Units, indicating the number of Class D Call Units of such Class D
Member that will be purchased by the Network, Comcast and/or Radio One.  The closing of the purchase and 
sale of the Class D Call Units pursuant to this Section 12.1(f) (the “ Class D Call Closing ”) shall occur on the
date of the Call Right Closing (if there is a Call Right Closing); provided , that, if there is no Call Right Closing,
the Class D Call Closing shall occur on such date as is determined by the Board and Radio One (if it is
participating in the Class D Call Closing) and Comcast (if it is participating in the Class D Call Closing) but, in any
event within sixty (60) days after Class D Call Acceptance Date.  At the Class D Call Closing, (1) each Class D 
Member selling Class D Call Units shall (A) execute and deliver such documents as shall be reasonably requested 
by the Person(s) purchasing such Class D Call Units and (B) represent and warrant to the Person(s) purchasing 
such Class D Call Units (in addition to such other customary representations and warranties requested by the
Person(s) purchasing such Class D Call Units) that such Class D Call Units are being transferred to the Person(s)
purchasing such Class D Call Units free and clear of liens, encumbrances and interests or rights of other Persons,
and (2) the Person(s) purchasing such Class D Call Units shall make payment to the Class D Member selling
such Class D Call Units in an amount equal to the Class D Call Unit Price multiplied by the number of Class D
Call Units being sold by such Class D Member, such payment to be made by wire transfer of immediately
available funds to an account specified in writing by such Class D Member.
  
                          (g)    Radio One Termination .  Upon delivery by Comcast of a Termination Notice (as 
defined in the Radio One Change of Control Agreement) to Radio One and the Network pursuant to Section 2.2
(c) of the Radio One Change of Control Agreement or upon a Radio One Trigger Event, Radio One’s rights to
demand an Appraisal and participate in a purchase of Units under this Section 12.1 shall terminate and be of no
further force or effect.
  
                         (h)    Comcast Termination .  Upon a Comcast Trigger Event, Comcast’s rights to
demand an Appraisal and participate in a purchase of Units under this Section 12.1 shall automatically terminate
and be of no further force or effect.
  
                         (i)    Selection of Investment Banks and Determination of Final Fair Market Value .  For 
purposes of Sections 12.1(a),  12.2(a), 12.6(a), 12.7(a) and 12.8(a), Investment Banks shall be selected to 
complete the Appraisals and determine the Final Fair Market Value as follows:
  
                                      (i)    Comcast and Radio One (for purposes of Sections 12.1(a), 12.2(a), 
   12.7(a) and 12.8(a) hereof) or the Network (for purposes of Section 12.6(a) hereof), on the one hand, and the 
   holders of a majority of the Units held by the Call Right Members (for purposes of Section 12.1(a) hereof), the 
   Selling Put Right Members (for purposes of Section 12.2(a) hereof), or the DIRECTV Members (for purposes
   of Sections 12.6(a), 12.7(a) and 12.8(a) hereof), on the other hand, shall each have twenty (20) days following 
   (as applicable) (A) the date that Comcast or Radio One demands that Appraisals be completed pursuant to
   Section 12.1(a) or Section 12.7(a) hereof, (B) the date Comcast and Radio One receive Put Notices pursuant 
   to Section 12.2(a) or 12.8(a) hereof, or (C) the date that the Network demands that Appraisals be completed
   pursuant to Section 12.6(a) hereof, to submit in writing their selection of an Investment Bank to the other 
   Persons and to instruct such Investment Bank to complete an Appraisal to determine the Fair Market Value
   within thirty (30) days of such instruction. The Network shall bear the Appraisal-related costs and fees of the
   Investment Bank selected by such Persons.
  
  
  
                                                 Exhibit 3.1 - 67
                                                                                                                         
  
                                      (ii)    After the Investment Banks have completed their Appraisals and their
     determinations of the Fair Market Value, each Investment Bank shall submit its Fair Market Value
     determination together with relevant reports and related work papers to the other Investment Bank and to
     Comcast, Radio One, the Network, and the Call Right Members (for purposes of Section 12.1(a)), the Selling 
     Put Right Members (for purposes of Section 12.2(a)), or the DIRECTV Members (for purposes of
     Section 12.6(a), 12.7(a) or 12.8(a) hereof).  If the greater Fair Market Value determination is no more than 
     10% greater than the lesser Fair Market Value determination, then the Final Fair Market Value shall be equal
     to the average of such Fair Market Value determinations.
  
                                        (iii)    If the greater Fair Market Value determination submitted under (ii)
     above is more than 10% greater than the lesser Fair Market Value determination submitted under (ii) above,
     then the Investment Banks selected by Comcast and Radio One (for purposes of Sections 12.1(a), 12.2(a), 
     12.7(a) or 12.8(a) hereof) or the Network (for purposes of Section 12.6(a) hereof), and the Call Right 
     Members (for purposes of Section 12.1(a)), the Selling Put Right Members (for purposes of Section 12.2(a)), 
     or the DIRECTV Members (for purposes of Section 12.6(a), 12.7(a) or 12.8(a) hereof), in each case, 
     pursuant to (i) above shall, within three (3) Business Days of the submissions of the Fair Market Value
     determinations under (ii) above, jointly select a third Investment Bank to complete an Appraisal within twenty-
     five (25) days of such selection to determine the Fair Market Value; provided that such third Investment Bank
     shall be instructed to determine a Fair Market Value that is between the two Fair Market Value determinations
     submitted under (ii) above.  Promptly following selection, such third Investment Bank shall be provided with the 
     reports and related work papers of the other two Investment Banks relating to their Fair Market Value
     determinations.  After the third Investment Bank has completed its Appraisal and its determination of the Fair 
     Market Value, such third Investment Bank shall submit its Fair Market Value determination together with
     relevant reports and related work papers to the other two Investment Banks.  The Final Fair Market Value 
     shall be equal to the average of the Fair Market Value determination of the third Investment Bank and the Fair
     Market Value determination submitted under (ii) above that is closest to the Fair Market Value determination
     of the third Investment Bank.  The Network shall bear the Appraisal-related costs and fees of the third
     Investment Bank.
  
                                       (iv)    In the event Comcast and Radio One (for purposes of Sections 12.1
     (a), 12.2(a), 12.7(a) or 12.8(a) hereof) or the Network (for purposes of Section 12.6(a) hereof), on the one 
     hand, or the Call Right Members (for purposes of Section 12.1(a)), the Selling Put Right Members (for 
     purposes of Section 12.2(a)), or the DIRECTV Members (for purposes of Section 12.6(a), 12.7(a) or 12.8(a) 
     hereof), on the other hand, fail to select an Investment Bank and notify the other parties in writing of such
     selection by the end of the twenty-day period specified in (i) above, the Investment Bank selected by the other
     Persons by the end of such twenty-day period shall be the sole Investment Bank for purposes of Section 12.1
     (a) or Section 12.2(a), as applicable, and the determination of such Investment Bank as to the Fair Market
     Value shall be the Final Fair Market Value.
  
                                      ( v )    The Network shall agree to any reasonable and customary
     indemnification requested by the Investment Banks in connection with the completion of Appraisals under this
     Section 12.1(i).
  
           Section 12.2    Put Right Members Put Rights .
  
                          (a)    Exercise of Put Rights; Appraisal .  Each Put Right Member may, in its sole 
discretion, elect (1) during the ninety (90) day period ending on July 19, 2010, (2) during the ten (10) day period 
following the date that the Network notifies each Put Right Member in writing of the execution of a definitive
agreement in connection with a proposed Sale Transaction to Comcast, Radio One or an Affiliate thereof (solely
with respect to a Sale Transaction that is a sale, transfer or other disposition of all or substantially all of the assets
of the Network); provided that the definitive agreement with respect to such Sale Transaction is executed during
the period commencing on January 19, 2007 and ending ninety (90) days prior to July 19, 2010 (an “ Asset
Sale Put Right ”), or (3) if the Put Right Members receive an SIS Notice at any time during the six-month
period ending on July 19, 2010 (in which event any previously delivered Put Notice shall be null and void), during
the ninety (90) day period following an SIS Closing Termination Date (in each case, the “ Put Exercise Period
”), to have the Network purchase all (but not less than all) of such Put Right Member’s Units for an aggregate
price equal to the Final Fair Market Value of such Units.  Each Put Right Member that desires to make such an 
election (a “ Selling Put Right Member ” ) shall exercise this right by providing written notice (a “ Put Notice
”) to the Network, Comcast and Radio One at any time during the Put Exercise Period.  Following the delivery 
of a Put Notice, (i) Comcast, Radio One and the Selling Put Right Members shall initiate the process of selecting
Investment Banks to determine the Final Fair Market Value in accordance with 12.1(i) hereof, (ii) Comcast,
Radio One, the Selling Put Right Members and the Network shall cooperate with the Investment Banks in
connection with the completion of the Appraisals and (iii) the Network shall make available such information and
personnel as the Investment Banks deem necessary to complete their determination of the Final Fair Market
Value within 60 days after the date that the Investment Banks are selected in accordance with Section 12.1(i)
hereof.  Upon completion of the Appraisals, the Investment Banks shall deliver their determination of the Final 
Fair Market Value to the Network, the Selling Put Right Members, Comcast and Radio One (such date of
delivery, the “ Put Right Value Determination Date ”).  The determination of the Investment Banks as to the
Final Fair Market Value shall be final and binding upon the parties for the purposes of this
Section 12.2.  Following receipt of the determination of the Investment Banks of the Final Fair Market Value, 
each Selling Put Right Member may terminate its election to have the Network purchase such Selling Put Right
Member’s Units by delivering written notice of such termination to the Network, Comcast and Radio One within
five (5) Business Days following the Put Right Value Determination Date.  Any Selling Put Right Member that 
terminates its election pursuant to the previous sentence shall no longer be considered a Selling Put Right Member
for purposes of Sections 12.2(b), (c) and (d) hereof and shall be required to reimburse the Network for a
percentage of the Appraisal-related costs and expenses incurred by the Network pursuant to Section 12.1(i)
hereof, such percentage to be calculated by dividing the number of Units held by such Selling Put Right Member
by the number of Units held by all Selling Put Right Members.
  
  
                                                Exhibit 3.1 - 68
                                                                                                                     
  
                          (b)    Derivative Equity Interest Exercise .  No later than the 10 t h day following the Put
Right Value Determination Date, each Selling Put Right Member who is a holder of any Derivative Equity Interest
and who wishes to make a Derivative Equity Interest Exercise at the Put Right Closing shall provide a Derivative
Equity Interest Exercise Notice to the Network, Comcast and Radio One.  Any Units issued pursuant to such 
Derivative Equity Interest Exercise, together with all other Units offered for sale by the Selling Put Right Members
shall be referred to herein as “ Put Units .”  If a Selling Put Right Member holding a Derivative Equity Interest
shall fail to make a Derivative Equity Interest Exercise within such ten-day period then, subject to the last
sentence of this Section 12.2(b), (i) such Selling Put Right Member shall be deemed to have elected to 
irrevocably terminate and cancel its right to acquire Units or Derivative Equity Interests or to convert any security
into Units or Derivative Equity Interests and shall cease to have any right to effect a Derivative Equity Interest
Exercise with respect to such Selling Financial Member’s Derivative Equity Interests at any time, (ii) the Network 
(and Comcast or Radio One, as applicable) shall not be required to purchase any Units issuable upon such
Derivative Equity Interest Exercise of such Selling Put Right Member, and (iii) upon the consummation of the Put 
Right Closing, all such Derivative Equity Interests (or, if applicable, the right applicable to any debt security to
convert such security in whole or part into Units or Derivative Equity Interests) shall terminate automatically and
without any further action by any Person.  If the Put Right Closing does not occur on the Put Closing Date, or 
such other time as the Network, Comcast, Radio One and the Selling Put Right Members shall agree (but in no
event more than ninety (90) days after the Put Closing Date) then (A) any Derivative Equity Interest Exercise 
Notice delivered by a Selling Put Right Member pursuant to the first sentence of this Section 12.2(b) shall be 
deemed to be rescinded and shall have no force and effect, and (B) the right of all Selling Put Right Members 
holding Derivative Equity Interests (including without limitation all such Selling Put Right Members who failed to
deliver a Derivative Equity Interest Exercise Notice within the ten-day period following delivery by the Investment
Banks of their determination of the Fair Market Value) to effect a Derivative Equity Interest Exercise in
accordance with the terms of such Member’s Derivative Equity Interest and the terms hereof shall be
automatically restored without any further action by any Person.
  
                          (c)    Participation .  No later than the 30 t h day following the Put Right Value
Determination Date, at the election of Comcast and/or Radio One, Comcast and/or Radio One may elect to
participate in a purchase of Put Units pursuant to this Section 12.2 by delivering written notice (a “ Participation
Notice ”) to the Network, Comcast or Radio One, as appropriate, and the Selling Put Right Members,
specifying (x) the number of Put Units that such Person desires to purchase for an aggregate price equal to the
Final Fair Market Value of a Put Unit multiplied by the number of Put Units that such Person desires to
purchase, provided that each such Person purchase at least a percentage of the Put Units subject to the Put
Notice equal to the aggregate Percentage Interest of such Person and its Unit Affiliates, and (y) whether such
purchase shall be made in cash or common stock of such Person.  In the event Comcast or Radio One delivers a 
Participation Notice, the following provisions shall be applicable:
  
                                      (i)    If Comcast delivers a Participation Notice and Radio One does not
   deliver a Participation Notice within five (5) days of receipt of Comcast’s Participation Notice, then (A)
   Comcast shall be obligated to purchase the amount of Put Units as specified in its Participation Notice for an
   aggregate price equal to the Final Fair Market Value of a Put Unit multiplied by the number of Put Units to be
   purchased by Comcast (the “ Comcast Put Price ”), (B) the Selling Put Right Members shall be obligated to
   sell the amount of Put Units as specified in the Participation Notice to Comcast for the Comcast Put Price,
   (C) pursuant to (and subject to the limitations set forth in) Section 4.4(c) hereof, following the Put Right 
   Closing, all but one of the Radio One Managers on the Board shall be automatically removed (the remaining
   Radio One Manager to be designated by Radio One upon the occurrence of such event) and Comcast shall be
   permitted to fill the vacancies created by the removal of such Radio One Managers with additional Comcast
   Managers; provided , however , that Comcast may, in its sole discretion, fill only a portion of such vacancies
   in which event the total number of Managers on the Board shall be reduced by the number of vacancies not
   filled by Comcast; and (D) following the Put Right Closing, Comcast may deliver to Radio One and the 
   Network a Termination Notice pursuant to Section 6.2(e) of the Network Services Agreement.  The purchase 
   and sale of Put Units pursuant to this Section 12.2(c)(i) shall take place in accordance with the provisions set
   forth in Section 12.2(d) hereof.
  
                                      (ii)    If Radio One delivers a Participation Notice and Comcast does not
   deliver a Participation Notice within five (5) days of receipt of Radio One’s Participation Notice, then (A)
   Radio One shall be obligated to purchase all of the Put Units specified in its Participation Notice for an
     aggregate price equal to the Final Fair Market Value of a Put Unit multiplied by the number of Put Units that
     Radio One is to purchase (the “ Radio One Put Price ”), (B) the Selling Put Right Members shall be obligated
     to sell the amount of Put Units as specified in the Participation Notice to Radio One for the Radio One Put
     Price, and (C) pursuant to (and subject to the limitations set forth in) Section 4.4(c) hereof, following the Put
     Right Closing, the Board shall consist of (x) if DIRECTV remains a Member following the Put Right Closing
     (and provided no DIRECTV Trigger Event has occurred), five (5) Managers, and Radio One shall designate
     three (3) Managers, DIRECTV shall designate one (1) Member and Comcast shall designate one (1) Manager,
     or (y) if DIRECTV is no longer a Member or a DIRECTV Trigger Event has occurred, three (3) Managers,
     and Radio One shall designate two (2) Managers and Comcast shall designate one (1) Manager.  The purchase 
     and sale of Put Units pursuant to this Section 12.2(c)(ii) shall take place in accordance with the provisions set
     forth in Section 12.2(d) hereof.
  
  
  
                                                    Exhibit 3.1 - 69
                                                                                                                       
  
                                         (iii)    If Radio One and Comcast both submit Participation Notices,
     Comcast shall be obligated to purchase the number of Put Units specified in the Comcast Participation Notice
     for an aggregate price equal to the Final Fair Market Value multiplied by the number of Put Units specified in
     the Comcast Participation Notice and Radio One shall be obligated to purchase the number of Put Units as
     specified in the Radio One Participation Notice for an aggregate price equal to the Final Fair Market Value
     multiplied by the number of Put Units specified in the Radio One Participation Notice; provided , however ,
     that if sum of the number of Put Units specified in the Comcast Participation Notice plus the number of Put
     Units specified in the Radio One Participation Notice exceeds the total number of Put Units then (A) Comcast
     and Radio One shall be obligated to purchase all of the Put Units for an aggregate price equal to the Final Fair
     Market Value multiplied by the total number of Put Units, in such relative amounts that after such purchase (1)
     Radio One and its Unit Affiliates collectively own 51% of the outstanding Units (calculated on a Fully Diluted
     Basis, excluding the Class D Common Units and the DIRECTV Equity Interests, if any), and (2) Comcast and
     its Unit Affiliates collectively own 49% of the outstanding Units (calculated on a Fully Diluted Basis, excluding
     the Class D Common Units and the DIRECTV Equity Interests, if any); provided , however , that if Comcast
     and its Unit Affiliates collectively own more than 49% of the outstanding Units (calculated on a Fully Diluted
     Basis, excluding the Class D Common Units and the DIRECTV Equity Interests, if any) prior to the delivery of
     the Put Notice pursuant to Section 12.2(a) hereof, Radio One shall purchase all of the Put Units for an 
     aggregate price equal to the Final Fair Market Value multiplied by the total number of Put Units, (B) the Selling
     Put Right Members shall be obligated to sell all of their Put Units to Comcast and/or Radio One in the amounts
     and for the prices set forth in subsection (A) of this paragraph, and (C) following the Put Right Closing,
     provided that all of the remaining Units (calculated on a Fully Diluted Basis) held by the Put Right Members are
     being purchased, pursuant to (and subject to the limitations set forth in) Section 4.4(c) hereof, the Board shall
     consist of three (3) Managers and, as between Comcast and Radio One (together in each case with their
     respective Unit Affiliates) the owner of the greater number of outstanding Units after the Put Right Closing
     (calculated on a Fully Diluted Basis) shall designate two (2) Managers and the owner of the lesser number of
     outstanding Units after the Put Right Closing (calculated on a Fully Diluted Basis) shall designate one (1)
     Manager.  The purchase and sale of Units pursuant to this Section 12.2(c)(iii) shall take place in accordance 
     with the provisions set forth in Section 12.2(d) hereof.
  
                                         (iv)    If neither Comcast nor Radio One submits a Participation Notice and
     provided further that all of the Put Units (calculated on a Fully Diluted Basis) held by the Put Right Members
     are being purchased by the Network in connection with this Put Right, pursuant to (and subject to the
     limitations set forth in) Section 4.4(c) hereof, following the Put Right Closing, the Board shall consist of three
     (3) Managers and, as between Comcast and Radio One (together in each case with their respective Unit
     Affiliates), the holder of the greater number of outstanding Units after the Put Right Closing (calculated on a
     Fully Diluted Basis) shall designate two (2) Managers and the holder of the lesser number of outstanding Units
     after the Put Right Closing (calculated on a Fully Diluted Basis) shall designate one (1) Manager.
  
                                    (v)    The number of Put Units subject to Participation Notices submitted by
     Comcast and/or Radio One shall reduce the number of Put Units required to be purchased by the Network at
     the Put Right Closing.
  
                                        (vi)    If Comcast submits a Participation Notice and if Comcast desires to
     issue common stock of Comcast Corporation as all or a portion of the purchase price for the Put Units it will
     purchase at the Put Right Closing, provided that Comcast Corporation is eligible to use Form S-3 (or a similar
     form of registration statement), Comcast shall deliver to the Selling Put Right Members, at least thirty (30) days
     prior to the Put Closing Date, the Comcast Registration Rights Agreement executed by Comcast Corporation,
     and each Selling Put Right Member shall be required to execute the Comcast Registration Rights Agreement
     and return such agreement (as so executed) to Comcast Corporation within ten (10) days following receipt
     thereof.  If Comcast does not deliver an executed copy of the Comcast Registration Rights Agreement to the 
     Selling Put Right Members at least thirty (30) days prior to the Put Closing Date, Comcast shall not be
     permitted to issue common stock of Comcast Corporation to any Selling Put Right Member as all or a portion
     of the purchase price for the Put Units held by such Selling Put Right Member at the Put Right Closing (without
     the consent of such Selling Put Right Member).  If any Selling Put Right Member does not execute and return
     the Comcast Registration Rights Agreement within the 10 day period set forth above, Comcast shall be
     permitted to issue common stock of Comcast Corporation to such Selling Put Right Member as all or a portion
     of the purchase price for the Put Units held by such Selling Put Right Member at the Put Right Closing, but
     neither Comcast Corporation nor any of its Affiliates shall be under any obligation to register such common
     stock in accordance with the provisions of the Comcast Registration Rights Agreement or otherwise.
  
                                        (vii)    If Radio One submits a Participation Notice and if Radio One desires
     to issue common stock of Radio One, Inc. as all or a portion of the purchase price for the Put Units it will
     purchase at the Put Right Closing, provided that Radio One, Inc. is eligible to use Form S-3 (or a similar form
     of registration statement), Radio One shall deliver to the Selling Put Right Members, at least thirty (30) days
     prior to the Put Closing Date, the Radio One Registration Rights Agreement executed by Radio One, Inc., and
     each Selling Put Right Member shall be required to execute the Radio One Registration Rights Agreement and
     return such agreement (as so executed) to Radio One, Inc. within ten (10) days following receipt thereof.  If 
     Radio One does not deliver an executed copy of the Radio One Registration Rights Agreement to the Selling
     Put Right Members at least thirty (30) days prior to the Put Closing Date, Radio One shall not be permitted to
     issue common stock of Radio One, Inc. to any Selling Put Right Member as all or a portion of the purchase
     price for the Put Units held by such Selling Put Right Member at the Put Right Closing (without the consent of
     such Selling Put Right Member).  If any Selling Put Right Member does not execute and return the Radio One 
     Registration Rights Agreement within the 10 day period set forth above, Radio One shall be permitted to issue
     common stock of Radio One, Inc. to such Selling Put Right Member as all or a portion of the purchase price
     for the Put Units held by such Selling Put Right Member at the Put Right Closing, but neither Radio One, Inc.
     nor any of its Affiliates shall be under any obligation to register such common stock in accordance with the
     provisions of the Radio One Registration Rights Agreement or otherwise.
  
  
  
                                                   Exhibit 3.1 - 70
                                                                                                                        
  
                           (d)    Put Right Closing .  The closing (the “ Put Right Closing ”) of the purchase and
sale of the Put Units pursuant to this Section 12.2 shall be made on a date within ninety (90) days of the Put Right
Value Determination Date (the “ Put Closing Date ”) and, to the extent applicable, shall be made after giving
effect to the Derivative Equity Interest Exercise made by each Selling Put Right Member.  At the Put Right 
Closing, which shall be at a place and time reasonably selected by the Person purchasing Put Units at such
closing, (i) each of the Selling Put Right Members shall (A) if applicable, effect the Derivative Equity Interest
Exercise in accordance with such Selling Put Right Member’s Derivative Equity Interest Exercise Notice
delivered pursuant to Section 12.2(b) hereof, (B) execute and deliver such documents as shall be reasonably 
requested by the Persons purchasing such Member’s Put Units in order to vest full beneficial and record
ownership of all of such Put Units then owned by such Member in the Persons purchasing such Put Units, and
(C) represent and warrant to the Persons purchasing such Put Units (in addition to such other customary
representations and warranties requested by the Persons purchasing such Put Units) that such Put Units are being
transferred to such Persons free and clear of liens, encumbrances and interests or rights of other Persons (except
as provided in this Agreement, the Buy/Sell Agreement or the Radio One Change of Control Agreement), and (ii)
each Person purchasing Put Units shall make payment to each Selling Put Right Member in an amount equal to
the number of Put Units being acquired from such Member by such Person multiplied by the Final Fair Market
Value of such Put Units, such payment to be made (at such purchaser’s option) (1) by wire transfer of
immediately available funds to an account specified in writing by each Selling Put Right Member, (2) subject to
Section 12.9, with respect to purchases by Comcast or Radio One and at the option of each such Person, the 
issuance of    the most widely held class of common stock of Comcast Corporation and/or Radio One, Inc.
(based upon the average closing prices for a share of such common stock during the ten (10) consecutive trading
days ending two days prior to the date of the Put Right Closing), which shares of common stock, except as
otherwise provided in Section 12.2(c)(vi) and (vii) above, shall be “Registrable Securities”  pursuant to the
provisions of the Comcast Registration Rights Agreement or the Radio One Registration Rights Agreement, as
applicable, or (3) subject to Section 12.9, with respect to purchases by Comcast or Radio One and at the option 
of such Person, any combination of the foregoing; provided that, except as otherwise provided in Section 12.9 
with respect to DIRECTV, each Selling Put Right Member receives from Comcast and Radio One, as
applicable, the same proportionate amount of cash and common stock as payment for the Put Units sold by each
Selling Put Right Member (except in the event that the issuance of common stock of Comcast Corporation or
Radio One, Inc. to any Selling Put Right Member would subject the issuer, in the issuer’s reasonable judgment,
to legal or regulatory rules or burdens of a nature or degree not present as to the other Selling Put Right Members
to which common stock is issued, in which case such Selling Put Right Member may receive its entire purchase
price in cash while other Selling Put Right Members receive all or a portion of their purchase price in common
stock (but not a greater amount of common stock than such Selling Put Right Members would have otherwise
received)).  The right to issue common stock of (I) Comcast Corporation as payment at the Put Right Closing 
shall terminate in the event neither Comcast Corporation nor any Affiliate of Comcast Corporation is a Member
and (II) Radio One, Inc. as payment at the Put Right Closing shall terminate in the event neither Radio One, Inc. 
nor any Affiliate of Radio One, Inc. is a Member.    In connection with the Put Right Closing, Comcast and Radio 
One may assign all or any portion of its respective purchase rights under this Section 12.2(d) to an Affiliate of
such Person.  In the event that any of the Selling Put Right Members fails to fully satisfy or be in a position to fully 
satisfy its obligations to sell the Put Units at the Put Right Closing (each, a “ Put Right Defaulting Person ”)
and such Put Right Closing does not occur, (1) so long as Comcast and/or Radio One have fully satisfied or are
in a position to fully satisfy all of their conditions and obligations at the Put Right Closing in connection with such
Put Right Closing, the Put Right Defaulting Person shall reimburse (or in the event there is more than one Put
Right Defaulting Person, the Put Right Defaulting Persons shall reimburse in proportion to the relative Put Units to
be sold by each Put Right Defaulting Person at the Put Right Closing) Comcast and/or Radio One for their actual
and reasonable out of pocket expenses incurred (not to exceed $200,000.00 in the aggregate for Comcast
and/or Radio One) in connection with the Put Right Closing (provided that such reimbursement shall not
constitute, or be deemed to be, an admission of liability by the Put Right Defaulting Person(s)), and (2) any Put
Right Defaulting Person’s rights but not obligations to participate in such Put Right Closing shall automatically and
irrevocably terminate.  Following the Put Closing Date, in the event that (x) all of the Series A Preferred Units 
held by the Put Right Members have been purchased, redeemed or previously forfeited, or (y) all of the Series A
Preferred Units held by the Financial Investor Members have been purchased, redeemed or previously forfeited
and DIRECTV is a Limited Member, then all of the remaining Series A Preferred Units shall automatically be
converted into Class A Common Units pursuant to Section 5.2(e)(iv)(2).
  
  
  
  
     Exhibit 3.1 - 71
                                                                                                                         
  
                          (e)    Class D Member Put Right .  Each Class D Member may, in his or her sole 
discretion, elect during the Put Exercise Period, to have the Network purchase up to fifty percent (50%) of the
Class D Common Units of such Class D Member that, as of July 19, 2010 or such later date as the Board may
determine, are no longer subject to forfeiture in accordance with such Class D Member’s Award Agreement (the
“ Qualifying Class D Put Units ”) at a price per Qualifying Class D Put Unit equal to (1) the Final Fair Market 
Value of a Class D Common Unit as determined in accordance with Section 12.2(a) hereof or, (2) if no such 
Final Fair Market Value has been determined, the Fair Market Value (as defined in the Network Equity Plan) of
a Class D Common Unit (such price, the “ Class D Put Unit Price ”).  Each Class D Member that desires to
make such an election (a “ Selling Class D Member ” ) shall exercise this right by providing written notice (a “ 
Class D   Put Notice ”) to the Network, Comcast and Radio One at any time during the Put Exercise Period,
which shall identify the number of Qualifying Class D Units that such Selling Class D Member has elected to sell
to the Network (the “  Class D Put Units ”) and which notice shall constitute such Class D Member’s
irrevocable offer to have the Network (or Comcast and/or Radio One pursuant to an Class D Put Acceptance
Notice) purchase such Class D Put Units at the Class D Put Unit Price at the Class D Put Closing.  Not later than 
the tenth (10th) day following the Put Right Value Determination Date (if any) or the tenth (10th) day following
the last day of the Put Exercise Period (if there is no Put Right Value Determination Date), the Network shall
deliver (i) written notice to each Selling Class D Member, which notice shall include the Class D Unit Put Price 
and the anticipated date of the Class D Put Closing and (ii) written notice to Comcast and Radio One indicating 
the number of Class D Put Units (if any) that are available for purchase by Comcast and/or Radio One (a “ 
Class D Put Participation Request Notice ”).  If Comcast and/or Radio One wish to purchase any Class D
Put Units that are available for purchase, it shall deliver written notice to the Network no later than (x) the thirtieth 
(30th) day following the Put Right Value Determination Date (if any) or (y) the twentieth (20th) day following the 
delivery of the Class D Put Participation Request Notice (if there is no Put Right Value Determination Date) ((x)
or (y), the “ Class D Put Acceptance Date ”), which written notice shall indicate the number of Class D Put
Units that it elects to purchase and shall constitute its irrevocable commitment to purchase the Class D Put Units
indicated therein (each such notice, an “ Class D Put Acceptance Notice ”).  If Comcast and/or Radio One
indicate that they elect to purchase, in the aggregate, more Class D Put Units than are available for purchase by
Comcast and/or Radio One, the Class D Put Units available for purchase shall be allocated to Comcast and
Radio One based on the relative Percentage Interest of Comcast and/or Radio One as of the date of the Class D
Put Right Participation Request Notice.  If neither Comcast nor Radio One elect to purchase the Class D Put 
Units available for purchase by Comcast or Radio One, or fail to timely deliver a proper Class D Put Acceptance
Notice, then the Network shall purchase all of the Class D Put Units at the Class D Put Closing.  Within five (5) 
days after the Class D Put Acceptance Date, the Network shall deliver written notice to each of Comcast, Radio
One and the Selling Class D Members indicating the number of Class D Put Units of each Selling Class D
Member that will be purchased by the Network, Comcast and/or Radio One.  The closing of the purchase and 
sale of the Class D Put Units pursuant to this Section 12.2(e) (the “ Class D Put Closing ”) shall occur on the
Put Closing Date (if there is a Put Closing Date); provided , that, if there is no Put Closing Date, the Class D Put
Closing shall occur on such date as is determined by the Board and Radio One (if it is participating in the Class D
Put Closing) and Comcast (if it is participating in the Class D Put Closing) but, in any event within sixty (60) days
after Class D Put Acceptance Date.  At the Class D Put Closing, (1) each Selling Class D Member shall 
(A) execute and deliver such documents as shall be reasonably requested by the Person(s) purchasing such Class 
D Put Units and (B) represent and warrant to the Person(s) purchasing such Class D Put Units (in addition to 
such other customary representations and warranties requested by the Person(s) purchasing such Class D Put
Units) that such Class D Put Units are being transferred to the Person(s) purchasing such Class D Put Units free
and clear of liens, encumbrances and interests or rights of other Persons, and (2) the Person(s) purchasing such
Class D Put Units shall make payment to each Selling Class D Member in an amount equal to the Class D Put
Unit Price multiplied by the number of Class D Put Units being sold by such Class D Member, such payment to
be made by wire transfer of immediately available funds to an account specified in writing by such Selling Class D
Member.
  
                          (f)    Radio One Termination .  Upon delivery by Comcast of a Termination Notice (as 
defined in the Radio One Change of Control Agreement) to Radio One and the Network pursuant to Section 2.2
(d) of the Radio One Change of Control Agreement or upon a Radio One Trigger Event, Radio One’s rights to
participate in a purchase of Units under this Section 12.2 shall terminate and be of no further force or effect.
  
                          (g)    Comcast Termination .  Upon a Comcast Trigger Event, Comcast’s rights to
participate in a purchase of Units under this Section 12.2 shall automatically terminate and be of no further force
or effect.
  
                        (h)    Asset Sale Put Right .  The Network shall be obligated to promptly notify the Put 
Right Members in writing of the execution of any definitive agreement with respect to any Sale Transaction that
triggers an Asset Sale Put Right, the Network shall not be permitted to consummate such Sale Transaction until
the date of the Put Right Closing, if any, and the closing of such Sale Transaction shall occur contemporaneously
with the Put Right Closing, if any, that results from such Asset Sale Put Right.  All elections made by the Selling 
Put Right Members in their respective Put Notices with respect to such Asset Sale Put Right and the obligations
of the Network, Comcast and/or Radio One to purchase the Put Units at the Put Right Closing that results from
such Asset Sale Put Right shall terminate automatically with respect to such Sale Transaction if such Sale
Transaction is abandoned.
  
  
  
                                                 Exhibit 3.1 - 72
                                                                                                                     
  
         Section 12.3    Preemptive Rights .  Subject to the terms and conditions specified in this Section 
12.3, the Network hereby grants to each Initial Member and each Substitute Member of the Initial Members a
preemptive right with respect to future sales by the Network of its Equity Interests (the “ Preemptive Rights
”).  Each Member permitted to exercise its Preemptive Rights hereunder may designate one or more Affiliates of
such Member to exercise all or any portion of such Member’s Preemptive Rights; provided that all such
Affiliates, as a condition to exercising the Preemptive Rights, agree to execute a Joinder Agreement as if such
Affiliate were receiving a Transfer of Units from such Member pursuant to Section 11.1 hereof.  Each time the 
Network proposes to offer any Equity Interests, the Network shall first make an offering of such Equity Interests
to each Initial Member and each Substitute Member of such Initial Members in accordance with the following
provisions:
  
                         (a)    The Network shall deliver a notice to the Initial Members and any Substitute
Members of such Initial Members stating (i) its bona fide intention to offer such Equity Interests, (ii) the number of
such Equity Interests to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such
Equity Interests (the “ Preemptive Rights Notice ”).
  
                         (b)    Within fifteen (15) days after receipt of the Preemptive Rights Notice, each Initial
Member and each Substitute Member for such Initial Member may elect, by written notice to the Network, to
purchase or obtain, at the price and on the terms specified in the Preemptive Rights Notice, its proportionate
share (the “ Initial Preemptive Rights Proportionate Share ”) of the Equity Interests offered by the Network,
such Initial Preemptive Rights Proportionate Share to be equal to the aggregate number of Equity Interests so
offered multiplied by the percentage obtained by dividing the number of Units held by such Initial Member and
each Substitute Member for such Initial Member by the number of Units held by all Initial Members and
Substitute Members.  Promptly following the end of such fifteen (15) day period, the Network shall, in writing, 
inform each Financial Investor Member that exercises its right to purchase its Initial Preemptive Rights
Proportionate Share whether any Equity Interests were offered to, but not purchased by, the other Financial
Investor Members (the “ Financial Investor Member Preemptive Rights Interests ”).  During the five (5)
day period commencing after receipt of such information, each such exercising Financial Investor Member may
elect, by providing written notice of such election to the Network and the other electing Members, to purchase its
proportionate share of any Financial Investor Member Preemptive Rights Interests (or such other proportion as
may be agreed upon by all of the Financial Investor Members who elect to purchase Financial Investor Member
Preemptive Rights Interests).  For purposes of the preceding sentence, the proportionate share of each exercising 
Financial Investor Member who elects to purchase Financial Investor Member Preemptive Rights Interests shall
be equal to the aggregate number of Financial Investor Member Preemptive Rights Interests multiplied by the
percentage obtained by dividing the number of Units held by such Financial Investor Member by the number of
Units held by all Financial Investor Members who elect to purchase Financial Investor Member Preemptive
Rights Interests pursuant to this Section 12.3(b).
  
                         (c)    Promptly following the end of the fifteen (15) day period described in Section
12.3(b) above (or, if applicable, following the end of the subsequent five (5) day period), the Network shall, in
writing, inform each electing Member that exercises its right to purchase its Initial Preemptive Rights
Proportionate Share whether any Equity Interests were offered to, but not purchased by, the other Members
under Section 12.3(a) (the “ Remaining Equity Interests ”).  During the five (5) day period commencing after
receipt of such information, each exercising Member may elect, by providing written notice of such election to the
Network and to the other electing Members, to purchase its proportionate share (the “  Final Preemptive
Rights Proportionate Share ” ) of any Remaining Equity Interests or all of the Remaining Equity Interests.  The 
Final Preemptive Rights Proportionate Share shall be equal to the aggregate number of Remaining Equity
Interests multiplied by the percentage obtained by dividing the number of Units held by such exercising Member
by the number of Units held by all exercising Members who elect to purchase their Final Preemptive Rights
Proportionate Share or all of the Remaining Equity Interests pursuant to this Section 12.3(c).
  
                         (d)    Upon the expiration of the five (5) day period described in Section 12.3(c) above,
the aggregate number of Equity Interests to be purchased by the Initial Members and Substitute Members   under
Section 12.3(b) and (c) shall be allocated among the electing Members as follows:
  
                                         (1)    Each Initial Member and Substitute Member exercising its rights
under Section 12.3(b) shall first purchase its Initial Preemptive Rights Proportionate Share;
  
                                        (2)    Each electing Financial Investor Member exercising its rights
under Section 12.3(b) shall next purchase its proportionate share of the Financial Investor Member Preemptive
Rights Interest (or such other proportion as may be agreed upon by all of the Financial Investor Members who
elect to purchase Financial Investor Member Preemptive Rights Interests);
  
                                        (3)    Each Initial Member and Substitute Member exercising its rights
under Section 12.3(c) shall then purchase its Final Preemptive Rights Proportionate Share; and
  
                                        (4)    Any Remaining Equity Interests shall be allocated proportionately
among the Initial Members and Substitute Members electing to purchase all of the Equity Interests offered by the
Network under Section 12.3(c), based upon the relative number of Units owned by such Initial Members and
Substitute Members (before giving effect to clauses (1), (2), (3) or (4) of this Section 12.3(d)).
  
                        (e)    Following the expiration of the five (5) day period set forth in Section 12.3(c)
above, the Network shall send electing Members a notice stating the amount of the Equity Interests that the
electing Member is required to purchase in accordance with Sections 12.3(d) hereof.
  
  
  
                                                Exhibit 3.1 - 73
                                                                                                                          
  
                           (f)    Following the expiration of the period set forth in Section 12.3(c) above, the
Network shall set a time and place for a closing of the purchase of the Equity Interests by the Initial Members
and Substitute Members pursuant to the terms outlined in the Preemptive Rights Notice, which closing shall occur
no later than (i) forty-five (45) days following the date the Preemptive Rights Notice is first received by the Initial
Members and Substitute Members, or (ii) ninety (90) days following the date the Preemptive Rights Notice is first
received by the Initial Members and Substitute Members, if such additional time is necessary to comply with any
regulatory approval or filing requirements.
  
                           (g)    The Network may, during the seventy-five (75) day period following the
expiration of the period provided in Section 12.3(f) hereof, offer the remaining unsubscribed portion of the Equity
Interests to any Person or Persons (other than to a Member or an Affiliate of a Member) at a price not less than,
and upon terms no more favorable to the offeree than, those specified in the Preemptive Rights Notice.  If the 
Network does not consummate the sale of the remaining Equity Interests within such seventy-five (75) day
period, the Preemptive Rights provided hereunder shall be deemed to be revived and such Equity Interests shall
not be offered unless first reoffered to the Initial Members in accordance with this Section 12.3.
  
                           (h)    The Preemptive Rights shall not be applicable to the issuance of:
  
                                       (i)    Class D Common Units or issuances pursuant to the Network Equity
   Plan;
  
                                       (ii)    Class A Common Units issued upon conversion of Series A Preferred
   Units;
  
                                       (iii)    Equity Interests issued or issuable to financial institutions in connection
   with credit arrangements, provided that such transactions are approved by the Board and (A) so long as there
   has not been a Comcast Trigger Event or CST Competitor Event, one Comcast Manager, such approval by
   such Comcast Manager to be deemed given if such Comcast Manager has not consented or objected to the
   issuance of such Equity Interests by written notice to the Chairman and the Chief Executive Officer within thirty
   (30) days following receipt of notice from the Network proposing such issuance or (B) (x) after there has been
   a Comcast Trigger Event or CST Competitor Event and (y) so long as there has not been a Financial Investor
   Trigger Event, the Financial Investor Manager, such approval by the Financial Investor Manager to be deemed
   given if the Financial Investor Manager has not consented or objected to the issuance of such Equity Interests
   by written notice to the Chairman and the Chief Executive Officer within thirty (30) days following receipt of
   notice from the Network proposing such issuance;
  
                                       (iv)    Equity Interests issued or issuable in connection with strategic
   partnerships or relationships or cable and satellite distribution agreements, provided that such transactions are
   approved by the Board and (A) so long as there has not been a Comcast Trigger Event or a CST Competitor
   Event, one Comcast Manager, such approval by such Comcast Manager to be deemed given if such Comcast
   Manager has not consented or objected to the issuance of such Equity Interests by written notice to the
   Chairman and the Chief Executive Officer within thirty (30) days following receipt of notice from the Network
   proposing such issuance or (B) (x) after there has been a Comcast Trigger Event or a CST Competitor Event
   and (y) so long as there has not been a Financial Investor Trigger Event, the Financial Investor Manager, such
   approval by the Financial Investor Manager to be deemed given if the Financial Investor Manager has not
   consented or objected to the issuance of such Equity Interests by written notice to the Chairman and the Chief
   Executive Officer within thirty (30) days following receipt of notice from the Network proposing such issuance;
   provided , that, for the avoidance of doubt, the issuance of Equity Interests to DIRECTV pursuant to the
   DIRECTV Subscription Agreement shall be deemed to have been approved by one Comcast Manager under
   this subsection (iv); or
  
                                       (v)    Equity Interests issued or issuable as consideration for the bona fide
   acquisition of any business entity by the Network by merger, purchase of all or substantially all of the assets or
   capital stock of such entity, or other reorganization whereby the Network owns not less than a majority of the
   voting power of such entity (or the surviving or successor entity), provided that such transaction is approved by
   the Board and (A) so long as there has not been a Comcast Trigger Event or a CST Competitor Event, the
   holders of Class B Common Units pursuant to Section 5.2(b)(i)(12) hereof or (B) (x) after there has been a
     Comcast Trigger Event or a CST Competitor Event and (y) so long as there has not been a Financial Investor
     Trigger Event, the Financial Investor Manager, such approval by the Financial Investor Manager to be deemed
     given if the Financial Investor Manager has not consented or objected to the issuance of such Equity Interests
     by written notice to the Chairman and the Chief Executive Officer within thirty (30) days following receipt of
     notice from the Network proposing such issuance.
  
Nothing in this Section 12.3(h) shall be deemed to waive Comcast’s right to approve the authorization or
issuance of Equity Interests pursuant to Section 5.2(b)(i)(11) hereof; provided , that, for the avoidance of doubt,
the authorization and issuance of Equity Interests to DIRECTV pursuant to the DIRECTV Subscription
Agreement shall be deemed to have been approved by one Comcast Manager under Section 12.3(h)(iv) hereof 
and by Comcast under to Section 5.2(b)(i)(11) hereof. 

                        (i)    Upon delivery by Comcast of a Termination Notice (as defined in the Radio One
Change of Control Agreement) to Radio One and the Network pursuant to Section 2.2(e) of the Radio One
Change of Control Agreement Radio One’s right to exercise its Preemptive Rights and purchase Equity Interests
under this Section 12.3 shall terminate and be of no further force or effect.
  
  
  
                                                   Exhibit 3.1 - 74
                                                                                                                          
  
         Section 12.4    Financial Investor Member and DIRECTV Tag-Along Right .  If, at any time 
during the period commencing on the date of this Agreement and ending on July 19, 2010, either (i) Comcast
agrees to acquire from Radio One and its Unit Affiliates, in a single transaction or a series of related transactions,
all of the outstanding Equity Interests then held by Radio One and its Unit Affiliates, or (ii) Radio One agrees to
acquire from Comcast and its Unit Affiliates, in a single transaction or a series of related transactions, all of the
outstanding Equity Interests then held by Comcast and its Unit Affiliates, in each case, other than as a result of the
operation of Section 6.6 of this Agreement (a transaction contemplated by (i) or (ii) above being referred to
herein as a “ Strategic Investor Sale ”), then Comcast, Radio One and the Financial Investor Members and the
DIRECTV Members shall have the rights and obligations set forth in this Section 12.4.
  
                          (a)    At least sixty (60) days prior to the date the Strategic Investor Sale is scheduled to
close (the date such closing actually occurs, the “ SIS Closing Date ”, and such closing, the “ SIS Closing ”),
the party acquiring Equity Interests in the Strategic Investor Sale (the “ SIS Acquiror ”) shall be obligated to
provide each Financial Investor Member and DIRECTV Member with a written notice of the proposed Strategic
Investor Sale (the “ SIS Notice ”).  The SIS Notice shall contain a description of the Strategic Investor Sale, the
per-Unit price (the “ SIS Sale Price ”) to be paid by the SIS Acquiror and the scheduled SIS Closing Date.
  
                          (b)    Upon receipt of the SIS Notice, each Financial Investor Member and DIRECTV
Member shall have the right, but not the obligation, to require the SIS Acquiror to purchase all (but not less than
all) of the Units (including any Units issuable upon a Derivative Equity Interest Exercise) then held by such
Financial Investor Member and DIRECTV Member on the SIS Closing Date at a per-Unit price equal to the SIS
Sale Price by delivering a written notice (the “ Tag-Along Notice ”) and, if such Financial Investor Member or
DIRECTV Member wishes to make a Derivative Equity Interest Exercise concurrent with the SIS Closing, a
Derivative Equity Interest Exercise Notice, to the SIS Acquiror and the Network at least forty (40) days prior to
the SIS Closing Date.  Each Financial Investor Member and DIRECTV Member delivering a Tag-Along Notice
to the SIS Acquiror and the Network shall be referred to herein as a “ Tag-Along Seller .”  If a Tag-Along
Seller shall fail to deliver a Derivative Equity Interest Exercise Notice along with or prior to the delivery of the
Tag-Along Notice, then, subject to the last sentence of Section 12.4(c), such Tag-Along Seller shall be deemed
to have elected to irrevocably terminate and cancel its right to acquire Units or Derivative Equity Interests or to
convert any security into Units or Derivative Equity Interests and shall cease to have any right to effect a
Derivative Equity Interest Exercise with respect to such Tag-Along Seller’s Derivative Equity Interests at any time
and, upon consummation of the SIS Closing, all such Derivative Equity Interests (or, if applicable, the right
applicable to any debt security to convert such security in whole or part into Units or Derivative Equity Interests)
shall terminate automatically and without any further action by any Person.  The Tag-Along Notice shall state
such Tag-Along Seller’s desire to sell to the SIS Acquiror all (but not less than all) of the Units (including any
Units issuable upon a Derivative Equity Interest Exercise) to be held by such Tag-Along Seller on the SIS
Closing Date (collectively, the “ Tag-Along Units ”) and shall set forth the number and class of such Units.  In 
the event that any Tag-Along Seller fails to fully satisfy or be in a position to fully satisfy its obligations to sell its
Tag-Along Units at the SIS Closing (each, a “  Tag-Along Defaulting Person ”), (1) so long as the SIS
Acquiror has fully satisfied or is in a position to fully satisfy all of its conditions and obligations at the SIS Closing
in connection with the purchase of the Tag-Along Units at such SIS Closing, the Tag-Along Defaulting Person
shall reimburse (or in the event there is more than one Tag-Along Defaulting Person, the Tag-Along Defaulting
Persons shall reimburse in proportion to the relative Tag-Along Units to be sold by each Tag-Along Defaulting
Person at the SIS Closing) the SIS Acquiror for its actual and reasonable out of pocket expenses incurred (not to
exceed $200,000.00) with respect to the purchase of the Tag-Along Units in connection with the SIS Closing
(provided that such reimbursement shall not constitute, or be deemed to be, an admission of liability by the Tag-
Along Defaulting Person(s)), and (2) any Tag-Along Defaulting Person’s rights but not obligations to participate
in such SIS Closing shall automatically and irrevocably terminate.
  
                          (c)    On the SIS Closing Date (which shall occur at a place and time reasonably
selected by the SIS Acquiror and in any event shall occur on a date within 20 Business Days of the scheduled
closing date set forth in the SIS Notice), the SIS Acquiror shall be obligated to purchase from the Tag-Along
Sellers, and the Tag-Along Sellers shall be obligated to sell to the SIS Acquiror, at a per-Unit price equal to the
SIS Sale Price, all of the Tag-Along Units then held by the Tag-Along Sellers; provided , however , that in the
event that the Strategic Investor Sale is not consummated on or within twenty (20) Business Days of the SIS
Closing Date set forth in the SIS Notice (the “ SIS Closing Termination Date ”) (i) the SIS Acquiror shall not 
be obligated to purchase, and the Tag-Along Sellers shall not be obligated to sell, any Tag-Along Units held by
the Tag-Along Sellers pursuant to this Section 12.4, (ii) any Derivative Equity Interest Exercise Notice delivered 
by a Tag-Along Seller pursuant to Section 12.4(b) hereof shall be deemed to be rescinded and shall have no
force and effect, and (iii) the right of all Tag-Along Sellers holding Derivative Equity Interests (including without
limitation all such Tag-Along Sellers who failed to deliver a Derivative Equity Interest Exercise Notice within the
ten-day period set forth in Section 12.4(b) hereof) to effect a Derivative Equity Interest Exercise in accordance 
with the terms of such Tag-Along Seller’s Derivative Equity Interest and the terms hereof shall be automatically
restored without any further action by any Person, and (iv) Comcast, Radio One and the Financial Investor 
Members shall be again subject to the obligations of this Section 12.4 with respect to the SIS Closing.
  
  
  
                                                  Exhibit 3.1 - 75
                                                                                                                   
  
                          (d)    If the SIS Acquiror desires to issue common stock of Comcast Corporation or
Radio One, Inc., as applicable, as all or a portion of the purchase price for the Tag-Along Units it will purchase
at the SIS Closing, provided that Comcast Corporation or Radio One, Inc., as applicable, is eligible to use Form
S-3 (or a similar form of registration statement), the SIS Acquiror shall deliver to the Tag-Along Sellers, at least
thirty (30) days prior to the SIS Closing Date, as applicable, the Comcast Registration Rights Agreement
executed by Comcast Corporation or the Radio One Registration Rights Agreement executed by Radio One,
Inc., and each Tag-Along Seller shall be required to execute such agreement and return such agreement (as so
executed) to the SIS Acquiror within ten (10) days following receipt thereof.  If the SIS Acquiror does not 
deliver an executed copy of the applicable Registration Rights Agreement to the Tag-Along Sellers prior to such
30 day period, the SIS Acquiror shall not be permitted to issue common stock of Comcast Corporation or Radio
One, Inc., as applicable, to any Tag-Along Seller as all or a portion of the purchase price for the Tag-Along
Units held by such Tag-Along Seller at the SIS Closing (without the consent of such Tag-Along Seller).  If any 
Tag-Along Seller does not execute and return the applicable Registration Rights Agreement within the 10 day
period set forth above, the SIS Acquiror shall be permitted to issue common stock of Comcast Corporation or
Radio One, Inc., as applicable, to such Tag-Along Seller as all or a portion of the purchase price for the Tag-
Along Units held by such Tag-Along Seller at the SIS Closing, but neither Comcast Corporation nor Radio One,
Inc., as applicable, nor any of its Affiliates shall be under any obligation to register such common stock in
accordance with the provisions of the applicable Registration Rights Agreement or otherwise.
  
                          (e)    On the SIS Closing Date (i) each Tag-Along Seller shall (A) to the extent
applicable, effect the Derivative Equity Interest Exercise in accordance with such Tag Along Seller’s Derivative
Equity Interest Exercise Notice delivered pursuant to Section 12.4(b) hereof, (B) execute and deliver such 
documents as shall be reasonably requested by the SIS Acquiror in order to vest full beneficial and record
ownership of all of the Tag-Along Units then owned by such Tag-Along Seller in the SIS Acquiror, and (C)
represent and warrant to the SIS Acquiror (in addition to such other customary representations and warranties
requested by the SIS Acquiror) that such Tag-Along Units are being acquired by the SIS Acquiror free and clear
of liens, encumbrances and interests or rights of other Persons (except as provided in this Agreement, the
Buy/Sell Agreement or the Radio One Change of Control Agreement), and (ii) the SIS Acquiror shall make
payment to each Tag-Along Seller in an amount equal to the number of Tag-Along Units being acquired from
such Tag-Along Seller multiplied by the SIS Sale Price, such payment to be made (at the SIS Acquiror’s
option) (1) in cash, (2) by delivery of a promissory note issued by the SIS Acquiror bearing interest at a rate of
eight percent (8.0%) per annum, the principal and interest of which shall be due and payable in cash on the
second anniversary of the SIS Closing Date, (3) subject to Section 12.9, by delivery of shares of the most 
widely-held class of   common stock (based upon the average closing prices for a share of such common stock
during the ten (10) consecutive trading days ending two days prior to the SIS Closing Date) of Comcast
Corporation or Radio One, Inc., as applicable, which shares of common stock, except as otherwise provided in
Section 12.4(d) above, shall be “Registrable Securities” pursuant to the provisions of the Comcast Registration
Rights Agreement or the Radio One Registration Rights Agreement, as applicable, or (4) subject to Section 12.9, 
by any combination of (1), (2) and (3) above; provided that, except as otherwise provided in Section 12.9 with 
respect to DIRECTV, each Tag-Along Seller receives the same proportionate amount of cash, notes and/or
common stock as payment for the Tag-Along Units sold by each Tag-Along Seller (except in the event that the
issuance of common stock of Comcast Corporation or Radio One, Inc. to any Tag-Along Seller would subject
the issuer, in the issuer’s reasonable judgment, to legal or regulatory rules or burdens of a nature or degree not
present as to the other Tag-Along Sellers to which common stock is issued, in which case such Tag-Along Seller
may receive its entire purchase price in cash and/or notes while other Tag-Along Sellers receive all or a portion of
their purchase price in common stock (but not a greater amount of common stock than such Tag-Along Seller
would have otherwise received)).  The right to issue common stock of (I) Comcast Corporation as payment at 
the SIS Closing shall terminate in the event neither Comcast Corporation nor any Affiliate of Comcast
Corporation is a Member and (II) Radio One, Inc. as payment at the SIS Closing shall terminate in the event 
neither Radio One, Inc. nor any Affiliate of Radio One, Inc. is a Member.
  
                          (f)    For the avoidance of doubt, the rights of the Financial Investor Members and the
DIRECTV Members set forth in this Section 12.4 shall not, in any event, be applicable to the Class D Members.
  
  
  
  
Exhibit 3.1 - 76
                                                                                                                    
  
         Section 12.5    Comcast and Radio One Drag-Along Right .  In addition to the rights and 
obligations set forth in Section 12.4, if, at any time during the period commencing on the date of this Agreement
and ending on July 19, 2010, Comcast and Radio One agree to enter into a Strategic Investor Sale, then
Comcast, Radio One, the Financial Investor Members and the other Members shall also have the rights and
obligations contained in this Section 12.5.
  
                          (a)    In connection with any Strategic Investor Sale, the SIS Acquiror shall have the
right (subject to Section 12.5(e) below), but not the obligation, to require all Financial Investor Members and
DIRECTV Members that have not delivered a Tag-Along Notice and each other Non-Class D Member other
than Comcast, Radio One or any of their Affiliates (all such Non-Class D Members the “ Drag-Along Sellers ”)
to sell to the SIS Acquiror all of the Units (including any Units issuable upon a Derivative Equity Interest
Exercise) held by each Drag-Along Seller on the SIS Closing Date at a price per Unit equal to the SIS Sale Price
by delivering a written notice (the “ Drag-Along Notice ”) to all of the Drag-Along Sellers and the Network at
least thirty (30) days prior to the SIS Closing Date.  The Drag-Along Notice shall state the SIS Acquiror’s desire
to purchase all (but not less than all) of the Units held by such Drag-Along Seller on the SIS Closing Date and
shall set forth the SIS Sale Price and the SIS Closing Date.  Within five (5) days of receipt of the Drag-Along
Notice, each Drag-Along Seller holding a Derivative Equity Interest and who wishes to make a Derivative Equity
Interest Exercise concurrent with the SIS Closing shall be required to deliver a Derivative Equity Interest Exercise
Notice to the SIS Acquiror and the Network.  Any Units issued pursuant to a Derivative Equity Interest 
Exercise, together with all other Units owned by the Drag-Along Sellers, shall be referred to herein as “ Drag-
Along Units .”  If a Drag-Along Seller shall fail to deliver a Derivative Equity Interest Exercise Notice within
such five-day period then, subject to the last sentence of Section 12.5(b), such Drag-Along Seller shall be
deemed to have elected to irrevocably terminate and cancel its right to acquire Units or Derivative Equity
Interests or to convert any security into Units or Derivative Equity Interests and shall cease to have any right to
effect a Derivative Equity Interest Exercise with respect to such Drag-Along Seller’s Derivative Equity Interests
at any time and, upon consummation of the SIS Closing, all such Derivative Equity Interests (or, if applicable, the
right applicable to any debt security to convert such security in whole or part into Units or Derivative Equity
Interests) shall terminate automatically and without any further action by any Person.  If the SIS Acquiror desires 
to issue common stock of Comcast Corporation or Radio One, Inc., as applicable, as all or a portion of the
purchase price for the Drag-Along Units it will purchase at the SIS Closing, provided that Comcast Corporation
or Radio One, Inc., as applicable, is eligible to use Form S-3 (or a similar form of registration statement), the SIS
Acquiror shall deliver to the Drag-Along Sellers, at least thirty (30) days prior to the SIS Closing, the Comcast
Registration Rights Agreement executed by Comcast Corporation or the Radio One Registration Rights
Agreement executed by Radio One, Inc., as applicable, and each Drag-Along Seller shall be required to execute
such agreement and return such agreement (as so executed) to the SIS Acquiror within ten (10) days following
receipt thereof.  If the SIS Acquiror does not deliver an executed copy of the applicable Registration Rights 
Agreement to the Drag-Along Sellers at least thirty (30) days prior to the SIS Closing, the SIS Acquiror shall not
be permitted to issue common stock of Comcast Corporation or Radio One, Inc., as applicable, to any Drag-
Along Seller as all or a portion of the purchase price for the Drag-Along Units held by such Drag-Along Seller at
the SIS Closing (without the consent of such Drag-Along Seller).  If any Drag-Along Seller does not execute and
return the applicable Registration Rights Agreement within the 10 day period set forth above, the SIS Acquiror
shall be permitted to issue common stock of Comcast Corporation or Radio One, Inc., as applicable, to such
Drag-Along Seller as all or a portion of the purchase price for the Drag-Along Units held by such Drag-Along
Seller at the SIS Closing, but neither Comcast Corporation nor Radio One, Inc., as applicable, nor any of its
Affiliates shall be under any obligation to register such common stock in accordance with the provisions of the
applicable Registration Rights Agreement or otherwise.  In the event that the SIS Acquiror fails to fully satisfy or 
be in a position to fully satisfy its obligations to purchase the Drag-Along Units at the SIS Closing, (1) so long as
all of the Drag-Along Sellers have fully satisfied or are in a position to fully satisfy all of their conditions and
obligations at the SIS Closing in connection with the sale of the Drag-Along Units at such SIS Closing, the SIS
Acquiror shall reimburse the Drag-Along Sellers for their actual and reasonable out of pocket expenses incurred
(not to exceed $200,000.00 in the aggregate for all Drag-Along Sellers) in connection with the SIS Closing
(provided that such reimbursement shall not constitute, or be deemed to be, an admission of liability by the SIS
Acquiror), and (2) the SIS Acquiror’s rights but not obligations to purchase such Drag-Along Units at such SIS
Closing shall automatically and irrevocably terminate.
  
                          (b)    On the SIS Closing Date, the SIS Acquiror shall be obligated to purchase from
the Drag-Along Sellers, and the Drag-Along Sellers shall be obligated to sell to the SIS Acquiror, at a per-Unit
price equal to the SIS Sale Price, all of the Drag-Along Units then held by the Drag-Along Sellers; provided ,
however , that in the event that the Strategic Investor Sale is not consummated on or within twenty (20) Business
Days of the SIS Closing Date set forth in the Drag-Along Notice (i) the SIS Acquiror shall not be obligated to 
purchase and the Drag-Along Sellers shall not be obligated to sell, any Drag-Along Units held by the Drag-Along
Sellers pursuant to this Section 12.5, (ii) any Derivative Equity Interest Exercise Notice delivered by a Drag-
Along Seller pursuant to Section 12.5(b) hereof shall be deemed to be rescinded and shall have no force and
effect, and (iii) the right of all Drag-Along Sellers holding Derivative Equity Interests (including without limitation
all such Drag-Along Sellers who failed to deliver a Derivative Equity Interest Exercise Notice within the five-day
period set forth in Section 12.5(a)) to effect a Derivative Equity Interest Exercise in accordance with the terms of 
such Member’s Derivative Equity Interest and the terms hereof shall be automatically restored without any further
action by any Person, and (iv) Comcast, Radio One, the Financial Investor Members and the DIRECTV 
Members shall be again subject to the obligations of this Section 12.5 with respect to the closing of any Strategic
Investor Sale.
  
  
  
                                                  Exhibit 3.1 - 77
                                                                                                                   
  
                          (c)    On the SIS Closing Date (i) each Drag-Along Seller shall (A) to the extent 
applicable, effect the Derivative Equity Interest Exercise in accordance with such Drag-Along Seller’s Derivative
Equity Interest Exercise Notice delivered pursuant to Section 12.5(a) hereof, (B) execute and deliver such
documents as shall be reasonably requested by the SIS Acquiror in order to vest full beneficial and record
ownership of all of the Drag-Along Units then owned by such Drag-Along Seller in the SIS Acquiror, and (C)
represent and warrant to the SIS Acquiror (in addition to such other customary representations and warranties
requested by the SIS Acquiror) that such Drag-Along Units are being acquired by the SIS Acquiror free and
clear of liens, encumbrances and interests or rights of other Persons (except as provided in this Agreement, the
Buy/Sell Agreement or the Radio One Change of Control Agreement), and (ii) the SIS Acquiror shall make
payment to each Drag-Along Seller in an amount equal to the number of Drag-Along Units being acquired from
such Drag-Along Seller multiplied by the SIS Sale Price, such payment to be made (at the SIS Acquiror’s
option) (1) in cash, (2) by delivery of a promissory note issued by the SIS Acquiror bearing interest at a rate of
eight percent (8.0%) per annum, the principal and interest of which shall be due and payable in cash on the
second anniversary of the SIS Closing Date, (3) subject to Section 12.9 and provided that Comcast Corporation 
or Radio One, Inc., as applicable, is eligible to use Form S-3 (or a similar form of registration statement), by
delivery of shares of the most widely-held class of   common stock (based upon the average closing prices for a
share of such common stock during the ten (10) consecutive trading days ending two days prior to the SIS
Closing Date) of Comcast Corporation or Radio One, Inc., as applicable, which shares of common stock,
except as otherwise provided in Section 12.5(a) above, shall be “Registrable Securities”  pursuant to the
provisions of the Comcast Registration Rights Agreement or the Radio One Registration Rights Agreement, as
applicable, or (4) subject to Section 12.9, by any combination of (1), (2) and (3) above; provided that, except
as otherwise provided in Section 12.9 with respect to DIRECTV, each Drag-Along Seller receives the same
proportionate amount of cash, notes and/or common stock as payment for the Drag-Along Units sold by each
Drag-Along Seller (except in the event that the issuance of common stock of Comcast Corporation or Radio
One, Inc. to any Drag-Along Seller would subject the issuer, in the issuer’s reasonable judgment, to legal or
regulatory rules or burdens of a nature or degree not present as to the other Drag-Along Sellers to which
common stock is issued, in which case such Drag-Along Seller may receive its entire purchase price in cash
and/or notes while other Drag-Along Sellers receive all or a portion of their purchase price in common stock (but
not a greater amount of common stock than such Drag-Along Sellers would have otherwise received)).  The right 
to issue common stock of (I) Comcast Corporation as payment at the SIS Closing shall terminate in the event 
neither Comcast Corporation nor any Affiliate of Comcast Corporation is a Member and (II) Radio One, Inc. as 
payment at the SIS Closing shall terminate in the event neither Radio One, Inc. nor any Affiliate of Radio One,
Inc. is a Member.
  
                          (d)    In connection with any Strategic Investor Sale, the SIS Acquiror shall have the
right, but not the obligation, to require each Class D Member (each such Class D Member, a “ Drag-Along
Class D Member ” and, collectively, the “ Drag-Along Class D Members” ) to sell to the SIS Acquiror or,
at the SIS Acquiror’s option, the Network, all of the Class D Common Units held by such Class D Member that,
as of SIS Closing Date, are no longer subject to forfeiture in accordance with such Class D Member’s Award
Agreement (the “ Class D Drag-Along Units ”) at a price per Class D Drag-Along Unit equal to the SIS Sale
Price, as adjusted to reflect the extent to which the Class D Limitation Amount and the Initial Class D Per Unit
Priority Amount would affect the amount payable with respect to the Initial Class D Common Units and the other
Class D Common Units if the Network were liquidated at an enterprise value based upon such SIS Sale Price,
(such price, the “ Class D Drag-Along Unit Price ”  ) by delivering a written notice (the “ Class D Drag-
Along Notice ”) to all of the Drag-Along Class D Members and the Network at least thirty (30) days prior to
the anticipated SIS Closing Date.  The Class D Drag-Along Notice shall state the SIS Acquiror’s desire to
purchase the Class D Drag Along Units held by such Drag-Along Class D Members on the SIS Closing Date
and shall set forth (i) the SIS Sale Price, (ii) the anticipated SIS Closing Date, (iii) the number of Class D Drag-
Along Units to be purchased by the Network and (iv) the number of Class D Drag-Along Units to be purchased
by the SIS Acquiror.  The closing of the purchase and sale of the Class D Drag-Along Units pursuant to this
Section 12.5(d) (the “ Class D Drag-Along Closing ”) shall occur on the SIS Closing Date.  At the Class D 
Drag-Along Closing, (1) each Drag-Along Class D Member shall (A) execute and deliver such documents as 
shall be reasonably requested by the Person(s) purchasing such Class D Drag-Along Units and (B) represent and 
warrant to the Person(s) purchasing such Class D Drag-Along Units (in addition to such other customary
representations and warranties requested by the Person(s) purchasing such Class D Drag-Along Units) that such
Class D Drag-Along Units are being transferred to the Person(s) purchasing such Class D Drag-Along Units free
and clear of liens, encumbrances and interests or rights of other Persons, and (2) the Person(s) purchasing such
Class D Drag-Along Units shall make payment to the Drag-Along Class D Member selling such Class D Drag-
Along Units in an amount equal to the Class D Drag-Along Price multiplied by the number of Class D Drag-
Along Units being sold by such Drag-Along Class D Member, such payment to be made by wire transfer of
immediately available funds to an account specified in writing by such Drag-Along Class D Member.
  
  
  
                                            Exhibit 3.1 - 78
                                                                                                                    
  
                          (e)    Notwithstanding anything to the contrary contained in this Section 12.5, any
Financial Investor Member or DIRECTV Member may elect to terminate the SIS Acquiror’s rights to purchase
such Financial Investor’s or DIRECTV Member’s Units at the SIS Closing and demand that Appraisals be
completed to determine the Final Fair Market Value with respect to such Units, such election and demand to be
made by such Financial Investor Member or DIRECTV Member (an “ Exercising Drag-Along Seller ”) by
providing written notice to the SIS Acquiror within five (5) days of receipt of the Drag-Along Notice (a “ Drag-
Along Seller Election ”).  Following receipt of a Drag-Along Seller Election, the following provisions shall be
applicable (unless, following receipt of a Drag-Along Seller Election, the SIS Acquiror waives in writing its rights
to acquire the Units held by any Exercising Drag-Along Seller pursuant to this Section 12.5):
  
                                      (i)    Following the SIS Closing Date (and subject to the consummation of
   (x) the SIS Closing and (y) the transactions contemplated under Section 12.5(c), if applicable), the SIS
   Acquiror and the Exercising Drag-Along Sellers shall (A) initiate the process of selecting Investment Banks in
   accordance with this Section 12.5(e)(i) to complete the Appraisals, (B) cooperate with the Investment Banks in
   connection with the completion of the Appraisals and (C) cause (to the extent each is able) the Network to
   make available such information and personnel as the Investment Banks deem necessary to complete their
   determination of the Final Fair Market Value within 60 days of the date that the Investment Banks are
   selected.  Upon completion of the Appraisals, the Investment Banks shall deliver their determination of the Final 
   Fair Market Value to the SIS Acquiror, the Exercising Drag-Along Sellers and the Network (such date of
   delivery, the “ Drag-Along Value Determination Date ”).  The determination of the Investment Banks as to
   the Final Fair Market Value shall be final and binding upon the SIS Acquiror and the Exercising Drag-Along
   Sellers.  For the avoidance of doubt, if the Strategic Investor Sale and the transactions contemplated under 
   Section 12.5(c), if applicable, have not been consummated pursuant to this Section 12.5, all Drag-Along Seller
   Elections shall be deemed to be revoked, and the SIS Acquiror shall not be entitled or obligated to purchase
   the Exercising Drag-Along Units.  For purposes of this Section 12.5(e), Investment Banks shall be selected to 
   complete the Appraisals and determine the Final Fair Market Value as follows:
  
                                           (1)    The SIS Acquiror, on the one hand, and the holders of a majority
of the Units held by the Exercising Drag-Along Sellers, on the other hand, shall each have twenty (20) days
following the SIS Closing Date to submit in writing their selection of an Investment Bank to the other Persons and
to instruct such Investment Bank to complete an Appraisal to determine the Fair Market Value within thirty (30)
days of such instruction. The Exercising Drag-Along Sellers shall bear the Appraisal-related costs and fees of the
Investment Banks selected by such Persons in proportion to the number of Units held by such Persons (or in such
other manner as the Exercising Drag-Along Sellers shall agree upon in writing).
  
                                           (2)    After the Investment Banks have completed their Appraisals and
their determinations of the Fair Market Value, each Investment Bank shall submit its Fair Market Value
determination together with relevant reports and related work papers to the other Investment Bank and to the
SIS Acquiror, the Exercising Drag-Along Sellers and the Network.  If the greater Fair Market Value 
determination is no more than 10% greater than the lesser Fair Market Value determination, then the Final Fair
Market Value shall be equal to the average of such Fair Market Value determinations.
  
                                           (3)    If the greater Fair Market Value determination submitted under
(2) above is more than 10% greater than the lesser Fair Market Value determination submitted under (2) above,
then the Investment Banks selected by the SIS Acquiror and the Exercising Drag-Along Sellers pursuant to (1)
above shall, within three (3) Business Days of the submissions of the Fair Market Value determinations under (2)
above, jointly select a third Investment Bank to complete an Appraisal within twenty-five (25) days of such
selection to determine the Fair Market Value; provided that such third Investment Bank shall be instructed to
determine a Fair Market Value that is between the two Fair Market Value determinations submitted under (2)
above.  Promptly following selection, such third Investment Bank shall be provided with the reports and related 
work papers of the other two Investment Banks relating to their Fair Market Value determinations.  After the 
third Investment Bank has completed its Appraisal and its determination of the Fair Market Value, such third
Investment Bank shall submit its Fair Market Value determination together with relevant reports and related work
papers to the other two Investment Banks, the SIS Acquiror, the Exercising Drag-Along Sellers and the
Network.  The Final Fair Market Value shall be equal to the average of the Fair Market Value determination of 
the third Investment Bank and the Fair Market Value determination submitted under (2) above that is closest to
the Fair Market Value determination of the third Investment Bank.  The Person or Persons who appointed the 
Investment Bank whose Fair Market Value determination submitted under (2) above is farthest from the Fair
Market Value of the third Investment Bank shall bear the Appraisal-related costs and fees of the third Investment
Bank in proportion to the number of Units held by such Persons (or in such other manner as all such Persons shall
agree upon in writing).
  
                                       (4)    In the event the SIS Acquiror, on the one hand, or the Exercising
Drag-Along Sellers, on the other hand, fail to select an Investment Bank and notify the other parties in writing of
such selection by the end of the twenty-day period specified in (1) above, the Investment Bank selected by the
other Person(s) by the end of such twenty-day period shall be the sole Investment Bank for purposes of Section
12.5(e), and the determination of such Investment Bank as to the Fair Market Value shall be the Final Fair
Market Value.
  
  
  
                                                 Exhibit 3.1 - 79
                                                                                                                      
  
                                             (5)    The Exercising Drag-Along Sellers shall agree to any reasonable
and customary indemnification requested by the Investment Banks in connection with the completion of
Appraisals under this Section 12.5(e)(i).
  
                                       (ii)    Following receipt of the determination of the Investment Banks of the
   Final Fair Market Value, the SIS Acquiror may waive its right to purchase all of the Units held by the
   Exercising Drag-Along Sellers by delivering written notice of such termination to the Network and each
   Exercising Drag-Along Seller within five (5) Business Days following receipt of such determination by the
   Investment Banks.  Following such termination, the SIS Acquiror shall be required to reimburse the Exercising 
   Drag-Along Sellers for the Appraisal-related costs and expenses incurred by the Exercising Drag-Along Sellers
   pursuant to Section 12.5(e)(i) hereof.  If the SIS Acquiror does not waive its rights within such 5 Business Day 
   period and desires to issue common stock of Comcast Corporation or Radio One, Inc., as applicable, as all or
   a portion of the purchase price for the Exercising Drag-Along Units it will purchase at the Exercising Drag-
   Along Seller Closing, the SIS Acquiror shall deliver to the Exercising Drag-Along Sellers, at least thirty (30)
   days prior to the Exercising Drag-Along Seller Closing, the Comcast Registration Rights Agreement executed
   by Comcast Corporation or the Radio One Registration Rights Agreement executed by Radio One, Inc., as
   applicable, and each Exercising Drag-Along Seller shall be required to execute such agreement and return such
   agreement (as so executed) to the SIS Acquiror within ten (10) days following receipt thereof.  If the SIS 
   Acquiror does not deliver an executed copy of the applicable Registration Rights Agreement to the Exercising
   Drag-Along Sellers at least thirty (30) days prior to the Exercising Drag-Along Seller Closing, the SIS Acquiror
   shall not be permitted to issue common stock of Comcast Corporation or Radio One, Inc., as applicable, to
   any Exercising Drag-Along Seller as all or a portion of the purchase price for the Exercising Drag-Along Units
   held by such Exercising Drag-Along Seller at the Exercising Drag-Along Seller Closing (without the consent of
   such Exercising Drag-Along Seller).  If any Exercising Drag-Along Seller does not execute and return the
   applicable Registration Rights Agreement within the 10 day period set forth above, the SIS Acquiror shall be
   permitted to issue common stock of Comcast Corporation or Radio One, Inc., as applicable, to such
   Exercising Drag-Along Seller as all or a portion of the purchase price for the Exercising Drag-Along Units held
   by such Exercising Drag-Along Seller at the Exercising Drag-Along Seller Closing, but neither Comcast
   Corporation nor Radio One, Inc., as applicable, nor any of its Affiliates shall be under any obligation to register
   such common stock in accordance with the provisions of the applicable Registration Rights Agreement or
   otherwise.
  
                                       (iii)    No later than ten (10) days following the Drag-Along Value
   Determination Date, unless the SIS Acquiror has waived its rights pursuant to (ii) above, each Exercising Drag-
   Along Seller holding a Derivative Equity Interest and who wishes to make a Derivative Equity Interest Exercise
   concurrent with the Exercising Drag-Along Seller Closing shall be required to deliver a Derivative Equity
   Interest Exercise Notice to the SIS Acquiror and the Network.  Any Units issued pursuant to a Derivative 
   Equity Interest Exercise, together with all other Units owned by the Exercising Drag-Along Sellers, shall be
   referred to herein as “ Exercising Drag-Along Units .”  If an Exercising Drag-Along Seller shall fail to deliver
   a Derivative Equity Interest Exercise Notice within such five-day period then, subject to the last sentence of
   Section 12.5(e)(iv), such Exercising Drag-Along Seller shall be deemed to have elected to irrevocably
   terminate and cancel its right to acquire Units or Derivative Equity Interests or to convert any security into Units
   or Derivative Equity Interests and shall cease to have any right to effect a Derivative Equity Interest Exercise
   with respect to such Exercising Drag-Along Seller’s Derivative Equity Interests at any time and, upon
   consummation of the Exercising Drag-Along Seller Closing, all such Derivative Equity Interests (or, if
   applicable, the right applicable to any debt security to convert such security in whole or part into Units or
   Derivative Equity Interests) shall terminate automatically and without any further action by any Person.
  
                                       (iv)    On the date of Exercising Drag-Along Seller Closing, the SIS
   Acquiror shall be obligated to purchase from the Exercising Drag-Along Sellers, and the Exercising Drag-Along
   Sellers shall be obligated to sell to the SIS Acquiror, at a per-Unit price equal to the greater of (A) the Final
   Fair Market Value determined in accordance with Section 12.5(e)(i) hereof and (B) the SIS Sale Price, all of
   the Exercising Drag-Along Units then held by the Exercising Drag-Along Sellers; provided , however , that in
   the event that the Exercising Drag-Along Seller Closing is not consummated on or within ninety (90) days of the
   Drag-Along Value Determination Date (1) any Derivative Equity Interest Exercise Notice delivered by an 
   Exercising Drag-Along Seller pursuant to Section 12.5(e)(iii) hereof shall be deemed to be rescinded and shall
   have no force and effect, and (2) the right of all Exercising Drag-Along Sellers holding Derivative Equity
     Interests (including without limitation all such Exercising Drag-Along Sellers who failed to deliver a Derivative
     Equity Interest Exercise Notice within the ten-day period set forth in Section 12.5(e)(iii)) to effect a Derivative 
     Equity Interest Exercise in accordance with the terms of such Member’s Derivative Equity Interest and the
     terms hereof shall be automatically restored without any further action by any Person.  In the event that the SIS 
     Acquiror fails to fully satisfy or be in a position to fully satisfy its obligations to purchase the Exercising Drag-
     Along Units at the Exercising Drag-Along Seller Closing, (1) so long as all of the Exercising Drag-Along Sellers
     have fully satisfied or are in a position to fully satisfy all of their conditions and obligations at the Exercising
     Drag-Along Seller Closing in connection with the Exercising Drag-Along Seller Closing, the SIS Acquiror shall
     reimburse the Exercising Drag-Along Sellers for their actual and reasonable out of pocket expenses incurred
     (not to exceed $200,000.00 in the aggregate for all Exercising Drag-Along Sellers) in connection with the SIS
     Closing (provided that such reimbursement shall not constitute, or be deemed to be, an admission of liability by
     the SIS Acquiror), and (2) the SIS Acquiror’s rights but not obligations to purchase such Exercising Drag-
     Along Units at such Exercising Drag-Along Seller Closing shall automatically and irrevocably terminate.
  
  
  
                                                     Exhibit 3.1 - 80
                                                                                                                       
  
                                         (v)    The closing (the “ Exercising Drag-Along Seller Closing ”) of the
     purchase and sale of the Exercising Drag-Along Units (to the extent applicable, after giving effect to the
     Derivative Equity Interest Exercise made by each Exercising Drag-Along Seller) by the SIS Acquiror (assuming
     that the SIS Acquiror has not waived its rights pursuant to Section 12.5(e)(ii)) shall take place on a date within
     ninety (90) days of the Drag-Along Value Determination Date.  At such closing, which shall be at a place and 
     time reasonably selected by the SIS Acquiror (i) each Exercising Drag-Along Seller shall (A) to the extent 
     applicable, effect the Derivative Equity Interest Exercise in accordance with such Exercising Drag-Along
     Seller’s Derivative Equity Interest Exercise Notice delivered pursuant to Section 12.5(e)(iii) hereof, (B) execute 
     and deliver such documents as shall be reasonably requested by the SIS Acquiror in order to vest full beneficial
     and record ownership of all of the Exercising Drag-Along Units then owned by such Exercising Drag-Along
     Seller in the SIS Acquiror, and (C) represent and warrant to the SIS Acquiror (in addition to such other
     customary representations and warranties requested by the SIS Acquiror) that such Exercising Drag-Along
     Units are being acquired by the SIS Acquiror free and clear of liens, encumbrances and interests or rights of
     other Persons (except as provided in this Agreement, the Buy/Sell Agreement or the Radio One Change of
     Control Agreement), and (ii) the SIS Acquiror shall make payment to each Exercising Drag-Along Seller in an
     amount equal to the number of Exercising Drag-Along Units being acquired from such Exercising Drag-Along
     Seller multiplied by the Final Fair Market Value, such payment to be made (at the SIS Acquiror’s option) (1)
     in cash, (2) by delivery of a promissory note issued by the SIS Acquiror bearing interest at a rate of eight
     percent (8.0%) per annum, the principal and interest of which shall be due and payable in cash on the second
     anniversary of the Exercising Drag-Along Seller Closing, (3) provided that Comcast Corporation or Radio
     One, Inc., as applicable, is eligible to use Form S-3 (or a similar form of registration statement), by delivery of
     shares of the most widely-held class of   common stock (based upon the average closing prices for a share of
     such common stock during the ten (10) consecutive trading days ending two days prior to the Exercising Drag-
     Along Seller Closing) of Comcast Corporation or Radio One, Inc., as applicable, which shares of common
     stock, except as otherwise provided in Section 12.5(e)(ii) above, shall be “Registrable Securities” pursuant to
     the provisions of the Comcast Registration Rights Agreement or the Radio One Registration Rights Agreement,
     as applicable, or (4) by any combination of (1), (2) and (3) above; provided that each Exercising Drag-Along
     Seller receives the same proportionate amount of cash, notes and/or common stock as payment for the Drag-
     Along Units sold by each Exercising Drag-Along Seller (except in the event that the issuance of common stock
     of Comcast Corporation or Radio One, Inc. to any Exercising Drag-Along Seller would subject the issuer, in
     the issuer’s reasonable judgment, to legal or regulatory rules or burdens of a nature or degree not present as to
     the other Exercising Drag-Along Sellers to which common stock is issued, in which case such Exercising Drag-
     Along Seller may receive its entire purchase price in cash and/or notes while other Exercising Drag-Along
     Sellers receive all or a portion of their purchase price in common stock (but not a greater amount of common
     stock than such Exercising Drag-Along Sellers would have otherwise received)).   The right to issue common 
     stock of (I) Comcast Corporation as payment at the Exercising Drag-Along Seller Closing shall terminate in the
     event neither Comcast Corporation nor any Affiliate of Comcast Corporation is a Member and (II) Radio One, 
     Inc. as payment at the Exercising Drag-Along Seller Closing shall terminate in the event neither Radio One, Inc.
     nor any Affiliate of Radio One, Inc. is a Member.
  
           Section 12.6    Network DIRECTV Purchase Right .
  
                         (a)    In the event that DIRECTV becomes a Limited Member pursuant to Section 13.4
(a)(vi), the Network may, in its sole discretion, elect to purchase some or all of the DIRECTV Equity Units held
by DIRECTV and its Unit Affiliates at an aggregate price equal to the Final Fair Market Value of a DIRECTV
Equity Unit multiplied by the number of DIRECTV Equity Units being purchased, by providing written notice (a
“  DIRECTV Purchase Notice ”  ) to DIRECTV of such exercise.  Following delivery of the DIRECTV 
Purchase Notice, the Network and DIRECTV shall (i) initiate the process of selecting Investment Banks in 
accordance with Section 12.1(i) hereof to complete the Appraisals, (ii) cooperate with the Investment Banks in
connection with the completion of the Appraisals and (iii) cause the Network to make available such information
and personnel as the Investment Banks deem necessary to complete their determination of the Final Fair Market
Value within 60 calendar days of the date that the Investment Banks are selected in accordance with Section
12.1(i) hereof.  Upon completion of the Appraisals, the Investment Banks shall deliver their determination of the 
Final Fair Market Value of the DIRECTV Equity Units to the Network and DIRECTV (such date of delivery the
“ DIRECTV Purchase Right Value Determination Date ”).  The determination of the Investment Banks as
to the Final Fair Market Value of the DIRECTV Equity Units shall be final and binding upon the parties.
  
  
  
     Exhibit 3.1 - 81
                                                                                                                      
  
                          (b)    No later than the 10 t h day following the DIRECTV Purchase Right Value
Determination Date, DIRECTV, if DIRECTV or any Unit Affiliate of DIRECTV is a holder of any Derivative
Equity Interest, shall provide written notice to the Network (the “  DIRECTV Derivative Equity Interest
Exercise Notice ”) pursuant to which DIRECTV and such Unit Affiliates of DIRECTV shall irrevocably commit
and agree to (i) pay any and all amounts necessary to exercise, convert or exchange any such Derivative Equity
Interests into Units and deliver any notices or documents as are reasonably required to effect any such exercise,
conversion or exchange, (ii) surrender any such Derivative Equity Interests for termination without any
consideration for such termination, or (iii) irrevocably cancel and terminate any right to acquire Units or Derivative
Equity Interests or to convert any security into Units or Derivative Equity Interests (including, without limitation,
the termination of any right applicable to any debt security to convert such security in whole or in part into Units
or other Equity Interests), in each case in order to take the action set forth in clauses (i)-(iii), as applicable,
concurrent with the DIRECTV Purchase Right Closing (a “ DIRECTV Derivative Equity Interest Exercise
”).  Promptly following the delivery of a DIRECTV Derivative Equity Interest Exercise Notice, DIRECTV and its
Unit Affiliates shall execute any other documents and agreements reasonably requested by the Network to effect
such DIRECTV Derivative Equity Interest Exercise effective as of the DIRECTV Purchase Right Closing.  Any 
Units issued pursuant to such DIRECTV Derivative Equity Interest Exercise, together with all other Units owned
by DIRECTV and any Unit Affiliate of DIRECTV, shall be referred to herein as the “ DIRECTV Equity
Units .”  If DIRECTV or any of its Unit Affiliates holds any DIRECTV Derivative Equity Interests and fails to
deliver a DIRECTV Derivative Equity Interest Exercise Notice within such ten-day period, then, subject to the
last sentence of this Section 12.6(b), (A) DIRECTV and its Unit Affiliates shall be deemed to have elected to
terminate irrevocably and cancel its right to acquire Units or Derivative Equity Interests or to convert any security
into Units or Derivative Equity Interests and shall cease to have any right to effect a DIRECTV Derivative Equity
Interest Exercise with respect to any Derivative Equity Interests held by DIRECTV and the Unit Affiliates of
DIRECTV, (B) the Network shall not be required to purchase any Units issuable upon such DIRECTV
Derivative Equity Interest Exercise, and (C) upon consummation of the DIRECTV Purchase Right Closing, all
such Derivative Equity Interests (or, if applicable, the right applicable to any debt security to convert such security
in whole or part into Units or Derivative Equity Interests)  shall terminate automatically and without any further 
action by any Person.  If the DIRECTV Purchase Right Closing does not occur within ninety (90) days of the 
DIRECTV Purchase Right Value Determination Date or such other time as the Network and DIRECTV agree,
then (1) any DIRECTV Derivative Equity Interest Exercise Notice delivered by DIRECTV pursuant to the first
sentence of this Section 12.6(b) shall be deemed to be rescinded and shall have no force and effect, and (2) the
right of DIRECTV and any Unit Affiliate who holds any Derivative Equity Interests (including if DIRECTV failed
to deliver a DIRECTV Derivative Equity Interest Exercise Notice within the ten-day period following the
DIRECTV Purchase Right Value Determination Date) to effect a DIRECTV Derivative Equity Interest Exercise
in accordance with the terms of such Derivative Equity Interest and the terms hereof shall be automatically
restored without any further action by DIRECTV.
  
  
                          (c)    The closing of the purchase and sale of the DIRECTV Purchase Right Units
pursuant to this Section 12.6(c) (the “ DIRECTV Purchase Right Closing ”) shall be made within 90 days of
the DIRECTV Purchase Right Value Determination Date, at the offices of, and at a date and time reasonably
selected by, the Network.  At the DIRECTV Purchase Right Closing, (i) DIRECTV and its Unit Affiliates shall 
(A) if applicable, effect their respective DIRECTV Derivative Equity Interest Exercises in accordance with their
respective DIRECTV Derivative Equity Interest Exercise Notices delivered pursuant to Section 12.6(b) hereof,
(B) execute and deliver such documents as shall be reasonably requested by the Network in order to vest full
beneficial and record ownership of the DIRECTV Equity Units owned by DIRECTV and its Unit Affiliates at the
DIRECTV Purchase Right Closing in the Network, and (C) represent and warrant to the Network (in addition to
other customary representations and warranties reasonably requested by Network) that such DIRECTV
Purchase Right Units are being transferred to the Network free and clear of all liens, encumbrances and interests
or rights of other Persons (except as otherwise provided in the Transaction Documents), and (ii) the Network 
shall make payment to DIRECTV or its Unit Affiliates in an amount equal to the Final Fair Market Value of a
DIRECTV Equity Unit multiplied by the number of DIRECTV Equity Units being purchased by the Network
from such Person, such payment to be made by the following means (at the Network’s option): (A) wire transfer
of immediately available funds to an account specified in writing by DIRECTV, (B) delivery of an unsecured 
promissory note issued by the Network bearing interest at the rate of 8% per annum, the principal and interest
under which shall be payable in cash on the second anniversary of the DIRECTV Purchase Right Closing, or (C)
any combination of the foregoing means.
  
                          (d)    Following the DIRECTV Purchase Right Closing, in the event that (x) all of the 
Series A Preferred Units held by the Financial Investor Members and the DIRECTV Members have been
purchased, redeemed or previously forfeited, or (y) all of the Series A Preferred Units held by the Financial 
Investor Members have been purchased, redeemed or previously forfeited and DIRECTV is a Limited Member,
then all of the remaining Series A Preferred Units shall automatically be converted into Class A Common Units
pursuant to Section 5.2(e)(iv)(2).
  
                          (e)    For all purposes of this Section 12.6, DIRECTV and its Unit Affiliates expressly
acknowledge and agree that the exercise by the Network of its right to purchase the DIRECTV Equity Units
under this Section 12.6 may occur as a result of the action or failure to act of one or more Persons which Persons 
are not party to this Agreement, and DIRECTV and its Unit Affiliates each expressly waives any objection to the
exercise by the Network of its right to purchase the DIRECTV Equity Units under this Section 12.6 as a result of 
any failure or inability of DIRECTV or any of its Unit Affiliates to Control such Persons or the actions or inactions
of such Persons.
  
                          (f)    The exercise by the Network of its right to purchase the DIRECTV Equity Units
as set forth in this Section 12.6 shall be in addition to, and not in limitation of, any other rights or remedies
available to the Network under this Agreement or the DIRECTV Affiliation Agreement, or by law, statute,
ordinance or otherwise, and shall not preclude or waive the exercise by the Network of any or all of such other
rights or remedies.
  
  
  
                                                  Exhibit 3.1 - 82
                                                                                                                       
  
        Section 12.7    DTV Call Right.
  
                           (a)    Appraisal .  During the period beginning 120 days before the seventh anniversary 
of the Launch Date and ending on the seventh anniversary of the Launch Date, either Comcast or Radio One
shall be permitted to demand that Appraisals be completed by Investment Banks to determine the Final Fair
Market Value.    If Comcast or Radio One elects to exercise such right, it shall provide written notice of such 
demand to Radio One or Comcast, as applicable, and to each of the DIRECTV Members within such 120-day
period.  Following the making of such demand in writing, (i) Comcast, Radio One and the DIRECTV Members 
shall initiate the process of selecting Investment Banks in accordance with Section 12.1(i) hereof, (ii) Comcast,
Radio One, the DIRECTV Members and the Network shall cooperate with the Investment Banks in connection
with the completion of the Appraisals and (iii) the Network shall make available such information and personnel
as the Investment Banks deem reasonably necessary to complete their determination of the Final Fair Market
Value within sixty (60) days of the date that the Investment Banks are selected in accordance with Section 12.1
(i) hereof.  Upon completion of the Appraisals, the Investment Banks shall deliver their determination of the Final 
Fair Market Value together with relevant reports and related work papers to the Network, Comcast, Radio One
and the DIRECTV Members.  The determination of the Investment Banks as to the Final Fair Market Value shall 
be final and binding upon the parties.
  
                           (b)    Derivative Equity Interest Exercise .  No later than the 10 t h day following the
delivery by the Investment Banks of their determination of the Final Fair Market Value, each DIRECTV Member
who is a holder of any Derivative Equity Interest shall provide written notice to the Network, Comcast and Radio
One (the “ DTV Equity Interest Exercise Notice ”), pursuant to which such holder shall irrevocably commit
and agree to (i) pay any and all amounts necessary to exercise, convert or exchange any such Derivative Equity
Interests into Units and deliver any notices or documents as are required to effect any such exercise, conversion
or exchange, (ii) surrender any such Derivative Equity Interests for termination without any consideration for such
termination, or (iii) irrevocably cancel and terminate any right to acquire Units or Derivative Equity Interests or to
convert any security into Units or Derivative Equity Interests (including, without limitation, the termination of any
right applicable to any debt security to convert such security in whole or in part into Units or Derivative Equity
Interests), in each case in order to effect the action set forth in clauses (i)-(iii), as applicable concurrent with the
applicable closing (a “  DTV Derivative Equity Interest Exercise ”).  Promptly following the delivery of a
DTV Derivative Equity Interest Exercise Notice, such DIRECTV Member shall execute any other documents
and agreements requested by the Network to effect such DTV Derivative Equity Interest Exercise.  Any Units 
issued pursuant to any DTV Derivative Equity Interest Exercise, together with all other Units owned by the
DIRECTV Member, shall be referred to herein as “ DTV Call Units . ” If a DIRECTV Member holding a
Derivative Equity Interest shall fail to deliver a DTV Derivative Equity Interest Exercise Notice within such ten-
day period, then, subject to the last sentence of this Section 12.7(b), (A) such DIRECTV Member shall be 
deemed to have elected to irrevocably terminate and cancel its right to acquire Units or Derivative Equity
Interests or to convert any security into Units or Derivative Equity Interests and shall cease to have any right to
effect a DTV Derivative Equity Interest Exercise with respect to any Derivative Equity Interests held by such
DIRECTV Member, (B) Comcast and Radio One (and the Network, in the event of a DTV Redemption 
Closing) shall not be required to purchase any Units issuable upon any DTV Derivative Equity Exercise of such
DIRECTV Member, and (C) upon the consummation of the DTV Call Right Closing or DTV Redemption 
Closing, as applicable, all such Derivative Equity Interests (or, if applicable, the right applicable to any debt
security to convert such security in whole or part into Units or Derivative Equity Interests) shall terminate
automatically and without any further action by any Person.  If the DTV Call Right Closing or DTV Redemption 
Closing does not occur within ninety (90) days after the Initial DTV Call Meeting Date, or such other time as the
Network, Comcast, Radio One and the DIRECTV Members shall agree (but in no event more than one hundred
eighty (180) days after the Initial DTV Call Meeting Date), then (y) any DTV Derivative Equity Interest Exercise 
Notice delivered by a DIRECTV Member pursuant to the first sentence of this Section 12.7(b) shall be deemed
to be rescinded and shall have no force and effect, and (z) the right of all DIRECTV Members holding Derivative 
Equity Interests (including without limitation all such DIRECTV Members who failed to deliver a DTV Derivative
Equity Interest Exercise Notice within the ten-day period following delivery by the Investment Banks of their
determination of the Fair Market Value) to effect a DTV Derivative Equity Interest Exercise in accordance with
the terms of such Member’s Derivative Equity Interest and the terms hereof shall be automatically restored
without any further action by any Person.
  
                           (c)    Exercise of Call Right .  No later than the 30th day after delivery by the 
Investment Banks of the Final Fair Market Value, Comcast and Radio One shall each deliver written notice
(each, an “ DTV Call Exercise Notice ”) by certified mail to the Chief Executive Officer of the Network with
instructions not to open the envelopes containing the Exercise Notices prior to a meeting among the Chief
Executive Officer and representatives of Comcast and Radio One (the “ DTV Call Initial Meeting ”).  The
DTV Call Initial Meeting shall take place at the offices of the Network (1) at a date and time agreed upon by the
Chief Executive Officer, Comcast and Radio One, or (2) if such Persons cannot agree upon a date within five (5)
days after the end of such 30-day period, on a date and time selected by the Chief Executive Officer (and
provided to Comcast and Radio One in writing), which date shall not be later than the 45th day following the
delivery by the Investment Banks of their determination of the Final Fair Market Value (the “ DTV Call Initial
Meeting Date ”); provided , that if Comcast or Radio One does not deliver a DTV Call Exercise Notice in the
time frame set forth in the first sentence hereof, then the DTV Call Initial Meeting Date shall be at a date and time
agreed upon by the Chief Executive Officer and (A) Radio One, if Comcast does not deliver a DTV Call 
Exercise Notice and (B) Comcast, if Radio One does not deliver a DTV Call Exercise Notice.  The Comcast 
DTV Call Exercise Notice shall state whether or not Comcast agrees to purchase all of the DTV Call Units for an
aggregate price equal to the product of the Final Fair Market Value multiplied by the number of all DTV Call
Units (the “ DTV Call Unit Price ”) and the Radio One DTV Call Exercise Notice shall state whether or not
Radio One agrees to purchase all of the DTV Call Units at the DTV Call Unit Price.  The failure by Comcast or 
Radio One to deliver a DTV Call Exercise Notice within such 30-day period shall be deemed to be the delivery
of a DTV Call Exercise Notice stating that such Person does not agree to purchase the DTV Call Units at the
DTV Call Unit Price.  At the DTV Call Initial Meeting, the Chief Executive Officer shall open the DTV Call 
Exercise Notice envelopes and provide the representatives of Comcast and Radio One with copies of both DTV
Call Exercise Notices.  The following provisions shall thereafter be applicable: 
  
  
  
                                                  Exhibit 3.1 - 83
                                                                                                                     
  
                                       (i)    If Comcast’s DTV Call Exercise Notice states that Comcast desires to
     buy all of the DTV Call Units for the DTV Call Unit Price and Radio One does not deliver a DTV Call
     Exercise Notice or Radio One’s DTV Call Exercise Notice states that Radio One does not desire to buy all of
     the DTV Call Units, then (A) Comcast shall be obligated to purchase all of the DTV Call Units for the DTV
     Call Unit Price and (B) the DIRECTV Members shall be obligated to sell all of the DTV Call Units to Comcast
     for the DTV Call Unit Price.  The purchase and sale of the DTV Call Units pursuant to this Section 12.7(c)(i) 
     shall take place in accordance with the provisions set forth in Section 12.7(d) hereof.
  
                                       (ii)    If Radio One’s DTV Call Exercise Notice states that Radio One
     desires to buy all of the DTV Call Units for the DTV Call Unit Price and Comcast does not deliver a DTV Call
     Exercise Notice or Comcast’s DTV Call Exercise Notice states that Comcast does not desire to buy all of the
     DTV Call Units, then (A) Radio One shall be obligated to purchase all of the DTV Call Units for the DTV Call
     Unit Price and (B) the DIRECTV Members shall be obligated to sell all of the DTV Call Units to Radio One
     for the DTV Call Unit Price.  The purchase and sale of the DTV Call Units pursuant to this Section 12.7(c)(ii) 
     shall take place in accordance with the provisions set forth in Section 12.7(d) hereof.
  
                                        (iii)    If the DTV Call Exercise Notices of both Comcast and Radio One
     state that each such Person desires to buy all of the DTV Call Units for the DTV Call Unit Price, then (A)
     Comcast and Radio One shall be obligated to purchase all of the DTV Call Units for the DTV Call Unit Price,
     in such relative amounts that after such purchase (1) Radio One and its Unit Affiliates collectively own 51% of
     the outstanding Units (calculated on a Fully Diluted Basis, excluding the Class D Common Units and the
     Financial Investor Member Units, if any), and (2) Comcast and its Unit Affiliates collectively own 49% of the
     outstanding Units (calculated on a Fully Diluted Basis, excluding the Class D Common Units and the Financial
     Investor Member Units, if any); provided , however , that if Comcast and its Unit Affiliates collectively own
     more than 49% of the outstanding Units (calculated on a Fully Diluted Basis, excluding the Class D Common
     Units and the Financial Investor Member Units, if any) prior to the opening of the DTV Call Exercise Notices
     pursuant to Section 12.7(c) hereof, then Radio One shall purchase all of the DTV Call Units for the DTV Call
     Unit Price and (B) the DIRECTV Members shall be obligated to sell all of their DTV Call Units to Comcast
     and/or Radio One for an aggregate price equal to the DTV Call Unit Price in accordance with this
     paragraph.  The purchase and sale of DTV Call Units pursuant to this Section 12.1(c)(iii) shall take place in 
     accordance with the provisions set forth in Section 12.7(d) hereof.
  
                                       (iv)    If the DTV Call Exercise Notices of both Comcast and Radio One
     state that each such Person desires to buy all of the DTV Call Units for the DTV Call Unit Price and each of
     Comcast and Radio One elects to cause such DTV Call Units to be redeemed by the Network for an
     aggregate price equal to the DTV Call Unit Price instead of purchased by Comcast and Radio One pursuant to
     Section 12.7(c)(iv) hereof, then the Network shall redeem the DTV Call Units using capital of the Network
     and/or additional Capital Contributions made by Comcast and Radio One .   In the event Comcast and Radio 
     One fund this redemption through additional Capital Contributions, such Capital Contributions shall be made in
     exchange for the same aggregate number of Class A Common Units as are issuable upon the conversion of
     Series A Preferred Units held by the DIRECTV Members plus all other Units (including any Units issued or
     issuable pursuant to a Derivative Equity Interest Exercise made pursuant to Section 12.7(b)) held by the
     DIRECTV Members and being purchased by the Network and in such relative amounts such that after such
     contribution and exchange (1) Radio One and its Unit Affiliates collectively own 51% of the outstanding Units
     (calculated on a Fully Diluted Basis, excluding the Class D Common Units and the Financial Investor Member
     Units, if any), and (2) Comcast and its Unit Affiliates collectively own 49% of the outstanding Units (calculated
     on a Fully Diluted Basis, excluding the Class D Common Units and the Financial Investor Member Units, if
     any); provided , however , that if Comcast and its Unit Affiliates collectively own more than 49% of the
     outstanding Units (calculated on a Fully Diluted Basis, excluding the Class D Common Units and the Financial
     Investor Member Units, if any) prior to the opening of the DTV Call Exercise Notices, Radio One shall make
     all of the Capital Contributions necessary to redeem the DIRECTV Members.    The redemption of Units 
     pursuant to this Section 12.7(c)(v) shall take place in accordance with the provisions set forth in Section 12.7
     (e) hereof.
  
                                      (v)    If the DTV Call Exercise Notices of both Comcast and Radio One
     state that neither of such Persons desire to buy all of the DTV Call Units for the DTV Call Unit Price, (A)
     neither Comcast nor Radio One shall be obligated to purchase the DTV Call Units pursuant to this Section
     12.7, (B) the DIRECTV Members shall not be obligated to sell their DTV Call Units to Comcast or Radio
     One pursuant to this Section 12.7, (C) the DTV Derivative Equity Interest Exercise Notice delivered by the
     DIRECTV Members pursuant to the first sentence of Section 12.7(b) shall be deemed to be rescinded and
     shall have no force and effect, (D) the right of all DIRECTV Members holding Derivative Equity Interests 
     (including without limitation all DIRECTV Members who failed to deliver a Derivative Equity Interest Exercise
     Notice within the ten-day period following delivery by the Investment Banks of their determination of the Fair
     Market Value) to effect a DTV Derivative Equity Interest Exercise in accordance with the terms of such
     Member’s Derivative Equity Interest and the terms hereof shall be automatically restored without any further
     action by any Person and (E) the Person that first demanded that Appraisals be completed pursuant to Section
     12.7(a) hereof shall be required to reimburse the Network for the Appraisal-related costs and expenses
     incurred by the Network pursuant to Section 12.1(i) hereof.
  
  
  
                                                  Exhibit 3.1 - 84
                                                                                                                     
  
                                       (vi)    If Comcast’s DTV Call Exercise Notice states that Comcast desires
     to buy all of the DTV Call Units for the DTV Call Unit Price and if Comcast desires to issue common stock of
     Comcast Corporation as all or a portion of the purchase price for the DTV Call Units it will purchase at the
     DTV Call Right Closing, provided that Comcast Corporation is eligible to use Form S-3 (or a similar form of
     registration statement), Comcast shall deliver to the DIRECTV Members, at least thirty (30) days prior to the
     DTV Call Right Closing, the Comcast Registration Rights Agreement executed by Comcast Corporation, and
     each DIRECTV Member shall be required to execute the Comcast Registration Rights Agreement and return
     such agreement (as so executed) to Comcast Corporation within ten (10) days following receipt thereof.  If 
     Comcast does not deliver an executed copy of the Comcast Registration Rights Agreement to the DIRECTV
     Members at least thirty (30) days prior to the DTV Call Right Closing, Comcast shall not be permitted to issue
     common stock of Comcast Corporation to any DIRECTV Member as all or a portion of the purchase price for
     the DTV Call Units held by such DIRECTV Member at the Call Right Closing (without the consent of such
     DIRECTV Member).  If any DIRECTV Member does not execute and return the Comcast Registration Rights
     Agreement within the 10 day period set forth above, Comcast shall be permitted to issue common stock of
     Comcast Corporation to such DIRECTV Member as all or a portion of the purchase price for the DTV Call
     Units held by such DIRECTV Member at the DTV Call Right Closing, but neither Comcast Corporation nor
     any of its Affiliates shall be under any obligation to register such common stock in accordance with the
     provisions of the Comcast Registration Rights Agreement or otherwise.
  
                                        (vii)    If Radio One’s DTV Call Exercise Notice states that Radio One
     desires to buy all of the DTV Call Units for the DTV Call Unit Price and if Radio One desires to issue common
     stock of Radio One, Inc. as all or a portion of the purchase price for the DTV Call Units it will purchase at the
     DTV Call Right Closing, provided that Radio One, Inc. is eligible to use Form S-3 (or a similar form of
     registration statement), Radio One shall deliver to the DIRECTV Members, at least thirty (30) days prior to the
     DTV Call Right Closing, the Radio One Registration Rights Agreement executed by Radio One, Inc., and each
     DIRECTV Member shall be required to execute the Radio One Registration Rights Agreement and return such
     agreement (as so executed) to Radio One, Inc. within ten (10) days following receipt thereof.  If Radio One 
     does not deliver an executed copy of the Radio One Registration Rights Agreement to the DIRECTV
     Members at least thirty (30) days prior to the DTV Call Right Closing, Radio One shall not be permitted to
     issue common stock of Radio One, Inc. to any DIRECTV Member as all or a portion of the purchase price for
     the DTV Call Units held by such DIRECTV Member at the DTV Call Right Closing (without the consent of
     such DIRECTV Member).  If any DIRECTV Member does not execute and return the Radio One Registration 
     Rights Agreement within the 10 day period set forth above, Radio One shall be permitted to issue common
     stock of Radio One, Inc. to such DIRECTV Member as all or a portion of the purchase price for the DTV Call
     Units held by such DIRECTV Member at the DTV Call Right Closing, but neither Radio One, Inc. nor any of
     its Affiliates shall be under any obligation to register such common stock in accordance with the provisions of
     the Radio One Registration Rights Agreement or otherwise.
  
                        (d)    DTV Call Right Closing .  The closing (the “ DTV Call Right Closing ”) of the
purchase and sale of the DTV Call Units (to the extent applicable, after giving effect to the DTV Derivative
Equity Interest Exercise made by each DIRECTV Member) pursuant to Section 12.7(c)(i)-(iii) hereof shall be
made on a date within ninety (90) days of the DTV Call Initial Meeting Date.  At the DTV Call Right Closing, 
which shall be at a place and time reasonably selected by the Person purchasing DTV Call Units at such closing,
(i) each of the DIRECTV Members shall (A) if applicable, effect the DTV Derivative Equity Interest Exercise in
accordance with such DIRECTV Member’s DTV Derivative Equity Interest Exercise Notice delivered pursuant
to Section 12.7(b) hereof, (B) execute and deliver such documents as shall be reasonably requested by the 
Persons purchasing such Member’s DTV Call Units in order to vest full beneficial and record ownership of all of
the DTV Call Units then owned by such Member in the Persons purchasing the DTV Call Units, and (C)
represent and warrant to the Persons purchasing such Member’s DTV Call Units (in addition to such other
customary representations and warranties requested by the Persons purchasing such DTV Call Units) that such
DTV Call Units are being transferred to such Persons free and clear of liens, encumbrances and interests or rights
of other Persons (except as provided in this Agreement, the Buy/Sell Agreement or the Radio One Change of
Control Agreement), and (ii) each Person purchasing DTV Call Units shall make payment to each DIRECTV
Member in an amount equal to the DTV Call Unit Price multiplied by a fraction, the numerator of which is the
number of DTV Call Units being acquired from such Member by such Person and the denominator of which is
the total number of DTV Call Units, such payment to be made by (at the purchaser’s option) (x) wire transfer of
immediately available funds to an account specified in writing by each DIRECTV Member, (y) subject to
Section 12.9, the issuance of    the most widely held class of common stock of Comcast Corporation and/or
Radio One, Inc. (based upon the average closing price for such common stock during the ten (10) consecutive
trading days ending two days prior to the date of the Call Right Closing), which shares of common stock, except
as otherwise provided in Section 12.7(c)(viii) and (ix) above, shall be “Registrable Securities” pursuant to the
provisions of the Comcast Registration Rights Agreement or the Radio One Registration Rights Agreement, as
applicable, or (z) subject to Section 12.9, any combination of the foregoing.  The right to issue common stock of 
(I) Comcast Corporation as payment at the DTV Call Right Closing shall terminate in the event neither Comcast 
Corporation nor any Affiliate of Comcast Corporation is a Member and (II) Radio One, Inc. as payment at the 
Call Right Closing shall terminate in the event neither Radio One, Inc. nor any Affiliate of Radio One, Inc. is a
Member.  In connection with the DTV Call Right Closing, Comcast and Radio One may assign all or any portion 
of its respective purchase rights under this Section 12.7(d) to an Affiliate of such Person.  In the event that either 
or both of Comcast or Radio One, as applicable, fails to fully satisfy or be in a position to satisfy its obligations to
purchase DTV Call Units at the DTV Call Right Closing (each, a “ DTV Call Right Defaulting Person ”) and
such DTV Call Right Closing does not occur, (1) so long as all of the DIRECTV Members have fully satisfied or
are in a position to fully satisfy at the DTV Call Right Closing all of their conditions and obligations in connection
with such DTV Call Right Closing, the DTV Call Right Defaulting Person shall reimburse (or in the event there is
more than one DTV Call Right Defaulting Person, the DTV Call Right Defaulting Persons shall reimburse in
proportion to the relative DTV Call Units to be purchased by each DTV Call Right Defaulting Person at the DTV
Call Right Closing) the DIRECTV Members for their actual and reasonable out of pocket expenses incurred (not
to exceed    $50,000.00 in the aggregate for all DIRECTV Members) in connection with the DTV Call Right
Closing (provided that such reimbursement shall not constitute, or be deemed to be, an admission of liability by
the DTV Call Right Defaulting Person(s)), and (2) any DTV Call Right Defaulting Person’s rights but not
obligations to participate in such DTV Call Right Closing shall automatically and irrevocably terminate.
  
  
  
                                                   Exhibit 3.1 - 85
                                                                                                                     
  
                          (e)    DTV Redemption Closing .  The closing (the “ DTV Redemption Closing ”) of
the redemption of DTV Call Units (to the extent applicable, after giving effect to the Derivative Equity Interest
Exercise made by each DIRECTV Member) pursuant to Section 12.7(c)(v) or (vi) hereof shall be made at a
date within ninety (90) days of the DTV Call Initial Meeting Date.  At the DTV Redemption Closing, which shall 
be at a place and time reasonably selected by the Network, (i) each of the DIRECTV Members shall (A) if 
applicable, effect the DTV Derivative Equity Interest Exercise in accordance with such DIRECTV Member’s
DTV Derivative Equity Interest Exercise Notice delivered pursuant to Section 12.7(b) hereof, (B) execute and 
deliver such documents as shall be reasonably requested by the Network, and (C) represent and warrant to the 
Network (in addition to such other customary representations and warranties requested by the Network) that
such DTV Call Units are being transferred to the Network free and clear of liens, encumbrances and interests or
rights of other Persons, and (ii) the Network shall make payment to each DIRECTV Member in an amount equal
to the DTV Call Unit Price multiplied by a fraction, the numerator of which is the number of DTV Call Units
being redeemed from such Member and the denominator of which is the total number of DTV Call Units, such
payment to be made by wire transfer of immediately available funds to an account specified in writing by the
DIRECTV Members.  In the event that the Network fails to fully satisfy or be in a position to fully satisfy its 
obligations to purchase DTV Call Units at the DTV Redemption Closing and such DTV Redemption Closing
does not occur, (1) so long as all of the DIRECTV Members have fully satisfied or are in a position to fully satisfy
at the DTV Redemption Closing all of their conditions and obligations in connection with such DTV Redemption
Closing, the Network shall reimburse the DIRECTV Members for their actual and reasonable out of pocket
expenses incurred (not to exceed $50,000.00 in the aggregate for all DIRECTV Members) in connection with
the DTV Redemption Closing (provided that such reimbursement shall not constitute, or be deemed to be, an
admission of liability by the Network), and (2) the Network’s rights but not obligations to participate in such
DTV Redemption Closing shall automatically and irrevocably terminate.
  
                          (f)    Board Composition; Conversion of Series A Preferred Units .  Following the DTV 
Call Right Closing or the DTV Redemption Closing, as applicable, (i) in the event that all of the Series A 
Preferred Units held by the Financial Investor Members have not been purchased, redeemed or previously
forfeited pursuant to (and subject to the limitations set forth in) Section 4.4(l) hereof, the Board shall consist of
five (5) Managers and, as between Comcast and Radio One (together in each case with their respective Unit
Affiliates), the owner of a majority of the outstanding Units after the DTV Call Right Closing or the DTV
Redemption Closing, as applicable, (calculated on a Fully Diluted Basis, excluding all Class D Common Units
and all Financial Investor Member Equity Interests, if any) shall designate three (3) Managers, the owner of less
than a majority of the Units (calculated on a Fully Diluted Basis, excluding all Class D Common Units and all
Financial Investor Member Equity Interests, if any) shall designate one (1) Manager and the Financial Investor
Members shall designate one (1) Manager; (ii) in the event that all of the Series A Preferred Units held by the 
Financial Investor Members have been purchased, redeemed or previously forfeited pursuant to (and subject to
the limitations set forth in) Section 4.4(l) hereof, the Board shall consist of three (3) Managers and, as between
Comcast and Radio One (together in each case with their respective Unit Affiliates), the owner of a majority of
the outstanding Units after the DTV Call Right Closing or the DTV Redemption Closing, as applicable,
(calculated on a Fully Diluted Basis, excluding all Class D Common Units and all Financial Investor Member
Equity Interests, if any) shall designate two (2) Managers and the owner of less than a majority of the Units
(calculated on a Fully Diluted Basis, excluding all Class D Common Units and all Financial Investor Member
Equity Interests, if any) shall designate one (1) Manager; (iii) in the event that (x) all of the Series A Preferred 
Units held by the Financial Investor Members and the DIRECTV Members have been purchased, redeemed or
previously forfeited, or (y) all of the Series A Preferred Units held by the Financial Investor Members have been 
purchased, redeemed or previously forfeited and DIRECTV is a Limited Member, then all of the remaining
Series A Preferred Units shall automatically be converted into Class A Common Units pursuant to Section 5.2(e)
(iv)(2); and (iv) in the event that, pursuant to this provision, Comcast has the right to designate a majority of the 
Managers, Comcast may deliver to Radio One and the Network a Termination Notice pursuant to Section 6.2
(d) of the Network Services Agreement.
  
                          (g)    Radio One Termination .  Upon delivery by Comcast of a Termination Notice (as 
defined in the Radio One Change of Control Agreement) to Radio One and the Network pursuant to Section 2.2
(g) of the Radio One Change of Control Agreement or upon a Radio One Trigger Event, Radio One’s rights to
demand an Appraisal and participate in a purchase of Units under this Section 12.7 shall terminate and be of no
further force or effect.
  
                        (h)    Comcast Termination .  Upon a Comcast Trigger Event, Comcast’s rights to
demand an Appraisal and participate in a purchase of Units under this Section 12.7 shall automatically terminate
and be of no further force or effect.
  
  
  
                                                Exhibit 3.1 - 86
                                                                                                                    
  
        Section 12.8    DTV Put Rights .
  
                         (a)    Exercise of DTV Put Rights; Appraisal .  Each DIRECTV Member may, in its 
sole discretion, elect during the ninety (90) day period ending on July 19, 2011 (the “  DTV Put Exercise
Period ”), to have the Network purchase all (but not less than all) of such DIRECTV Member’s Units for an
aggregate price equal to the Final Fair Market Value of such Units.  Each DIRECTV Member that desires to 
make such an election (a “ Selling DTV Put Right Member ”  ) shall exercise this right by providing written
notice (a “ DTV Put Notice ”) to the Network, Comcast and Radio One at any time during the DTV Put
Exercise Period.  Following the delivery of a DTV Put Notice, (i) Comcast, Radio One and the Selling DTV Put 
Right Members shall initiate the process of selecting Investment Banks to determine the Final Fair Market Value
in accordance with 12.1(i) hereof, (ii) Comcast, Radio One, the Selling DTV Put Right Members and the
Network shall cooperate with the Investment Banks in connection with the completion of the Appraisals and (iii)
the Network shall make available such information and personnel as the Investment Banks deem necessary to
complete their determination of the Final Fair Market Value within 60 days after the date that the Investment
Banks are selected in accordance with Section 12.1(i) hereof.  Upon completion of the Appraisals, the 
Investment Banks shall deliver their determination of the Final Fair Market Value to the Network, the Selling
DTV Put Right Members, Comcast and Radio One (such date of delivery, the “  DTV Put Right
Determination Date ”).  The determination of the Investment Banks as to the Final Fair Market Value shall be
final and binding upon the parties for the purposes of this Section 12.8.  Following receipt of the determination of 
the Investment Banks of the Final Fair Market Value, each Selling DTV Put Right Member may terminate its
election to have the Network purchase such Selling DTV Put Right Member’s Units by delivering written notice
of such termination to the Network, Comcast and Radio One within five (5) Business Days following the DTV
Put Right Determination Date.  Any Selling DTV Put Right Member that terminates its election pursuant to the 
previous sentence shall no longer be considered a Selling DTV Put Right Member for purposes of Sections 12.8
(b), (c) and (d) hereof and shall be required to reimburse the Network for a percentage of the Appraisal-related
costs and expenses incurred by the Network pursuant to Section 12.1(i) hereof, such percentage to be calculated
by dividing the number of Units held by such Selling DTV Put Right Member by the number of Units held by all
Selling DTV Put Right Members.
  
                         (b)    Derivative Equity Interest Exercise .  No later than the 10 t h day following the
DTV Put Right Determination Date, each Selling DTV Put Right Member who is a holder of any Derivative
Equity Interest and who wishes to make a Derivative Equity Interest Exercise at the DTV Put Right Closing shall
provide a Derivative Equity Interest Exercise Notice to the Network, Comcast and Radio One.  Any Units 
issued pursuant to such Derivative Equity Interest Exercise, together with all other Units offered for sale by the
Selling DTV Put Right Members shall be referred to herein as “ DTV Put Units .”  If a Selling DTV Put Right
Member holding a Derivative Equity Interest shall fail to make a Derivative Equity Interest Exercise within such
ten-day period then, subject to the last sentence of this Section 12.8(b), (i) such Selling DTV Put Right Member 
shall be deemed to have elected to irrevocably terminate and cancel its right to acquire Units or Derivative Equity
Interests or to convert any security into Units or Derivative Equity Interests and shall cease to have any right to
effect a Derivative Equity Interest Exercise with respect to such Selling DTV Put Right Member’s Derivative
Equity Interests at any time, (ii) the Network (and Comcast or Radio One, as applicable) shall not be required to 
purchase any Units issuable upon such Derivative Equity Interest Exercise of such Selling DTV Put Right
Member, and (iii) upon the consummation of the DTV Put Right Closing, all such Derivative Equity Interests (or, 
if applicable, the right applicable to any debt security to convert such security in whole or part into Units or
Derivative Equity Interests) shall terminate automatically and without any further action by any Person.  If the 
DTV Put Right Closing does not occur on the DTV Put Closing Date, or such other time as the Network,
Comcast, Radio One and the Selling DTV Put Right Members shall agree (but in no event more than ninety (90)
days after the DTV Put Closing Date) then (A) any Derivative Equity Interest Exercise Notice delivered by a 
Selling DTV Put Right Member pursuant to the first sentence of this Section 12.8(b) shall be deemed to be 
rescinded and shall have no force and effect, and (B) the right of all Selling DTV Put Right Members holding 
Derivative Equity Interests (including without limitation all such Selling DTV Put Right Members who failed to
deliver a Derivative Equity Interest Exercise Notice within the ten-day period following delivery by the Investment
Banks of their determination of the Fair Market Value) to effect a Derivative Equity Interest Exercise in
accordance with the terms of such Member’s Derivative Equity Interest and the terms hereof shall be
automatically restored without any further action by any Person.
  
  
  
Exhibit 3.1 - 87
                                                                                                                   
  
                           (c)    Participation .  No later than the 30 t h day following the DTV Put Right
Determination Date, at the election of Comcast and/or Radio One, Comcast and/or Radio One may elect to
participate in a purchase of DTV Put Units pursuant to this Section 12.8 by delivering written notice (a “ DTV
Put Participation Notice ”) to the Network, Comcast or Radio One, as appropriate, and the Selling DTV Put
Right Members, specifying (x) the number of DTV Put Units that such Person desires to purchase for an
aggregate price equal to the Final Fair Market Value of a DTV Put Unit multiplied by the number of DTV Put
Units that such Person desires to purchase, provided that each such Person purchase at least a percentage of the
DTV Put Units subject to the DTV Put Notice equal to the aggregate Percentage Interest of such Person and its
Unit Affiliates, and (y) whether such purchase shall be made in cash or common stock of such Person.  In the 
event Comcast or Radio One delivers a DTV Put Participation Notice, the following provisions shall be
applicable:
  
                                      (i)    If Comcast delivers a DTV Put Participation Notice and Radio One
   does not deliver a DTV Put Participation Notice within five (5) days of receipt of Comcast’s DTV Put
   Participation Notice, then (A) Comcast shall be obligated to purchase the amount of DTV Put Units as
   specified in its DTV Put Participation Notice for an aggregate price equal to the Final Fair Market Value of a
   DTV Put Unit multiplied by the number of DTV Put Units to be purchased by Comcast (the “ Comcast DTV
   Put Price ”) and (B) the Selling DTV Put Right Members shall be obligated to sell the amount of DTV Put
   Units as specified in the DTV Put Participation Notice to Comcast for the Comcast DTV Put Price.  The 
   purchase and sale of DTV Put Units pursuant to this Section 12.8(c)(i) shall take place in accordance with the
   provisions set forth in Section 12.8(d) hereof.
  
                                      (ii)    If Radio One delivers a DTV Put Participation Notice and Comcast
   does not deliver a DTV Put Participation Notice within five (5) days of receipt of Radio One’s DTV Put
   Participation Notice, then (A) Radio One shall be obligated to purchase all of the DTV Put Units specified in its
   DTV Put Participation Notice for an aggregate price equal to the Final Fair Market Value of a DTV Put Unit
   multiplied by the number of DTV Put Units that Radio One is to purchase (the “ Radio One DTV Put Price
   ”), and (B) the Selling DTV Put Right Members shall be obligated to sell the amount of DTV Put Units as
   specified in the DTV Put Participation Notice to Radio One for the Radio One DTV Put Price. The purchase
   and sale of DTV Put Units pursuant to this Section 12.8(c)(ii) shall take place in accordance with the provisions
   set forth in Section 12.8(d) hereof.
  
                                      (iii)    If Radio One and Comcast both submit DTV Put Participation
   Notices, Comcast shall be obligated to purchase the number of DTV Put Units specified in the Comcast DTV
   Put Participation Notice for an aggregate price equal to the Final Fair Market Value multiplied by the number
   of DTV Put Units specified in the Comcast DTV Put Participation Notice and Radio One shall be obligated to
   purchase the number of DTV Put Units as specified in the Radio One DTV Put Participation Notice for an
   aggregate price equal to the Final Fair Market Value multiplied by the number of DTV Put Units specified in
   the Radio One DTV Put Participation Notice; provided , however , that if sum of the number of DTV Put
   Units specified in the Comcast DTV Put Participation Notice plus the number of DTV Put Units specified in the
   Radio One DTV Put Participation Notice exceeds the total number of DTV Put Units then (A) Comcast and
   Radio One shall be obligated to purchase all of the DTV Put Units for an aggregate price equal to the Final Fair
   Market Value multiplied by the total number of DTV Put Units, in such relative amounts that after such
   purchase (1) Radio One and its Unit Affiliates collectively own 51% of the outstanding Units (calculated on a
   Fully Diluted Basis, excluding the Class D Common Units and the Financial Investor Member Units, if any),
   and (2) Comcast and its Unit Affiliates collectively own 49% of the outstanding Units (calculated on a Fully
   Diluted Basis, excluding the Class D Common Units and the Financial Investor Member Units, if any);
   provided , however , that if Comcast and its Unit Affiliates collectively own more than 49% of the outstanding
   Units (calculated on a Fully Diluted Basis, excluding the Class D Common Units and the Financial Investor
   Member Units, if any) prior to the delivery of the DTV Put Notice pursuant to Section 12.8(a) hereof, Radio 
   One shall purchase all of the DTV Put Units for an aggregate price equal to the Final Fair Market Value
   multiplied by the total number of DTV Put Units, and (B) the Selling DTV Put Right Members shall be
   obligated to sell all of their DTV Put Units to Comcast and/or Radio One in the amounts and for the prices set
   forth in subsection (A) of this paragraph.  The purchase and sale of Units pursuant to this Section 12.8(c)(iii) 
   shall take place in accordance with the provisions set forth in Section 12.8(d) hereof.
  
                                      (iv)    The number of DTV Put Units subject to DTV Put Participation
     Notices submitted by Comcast and/or Radio One shall reduce the number of DTV Put Units required to be
     purchased by the Network at the DTV Put Right Closing.
  
  
  
                                               Exhibit 3.1 - 88
                                                                                                                     
  
                                        (v)    If Comcast submits a DTV Put Participation Notice and if Comcast
     desires to issue common stock of Comcast Corporation as all or a portion of the purchase price for the DTV
     Put Units it will purchase at the DTV Put Right Closing, provided that Comcast Corporation is eligible to use
     Form S-3 (or a similar form of registration statement), Comcast shall deliver to the Selling DTV Put Right
     Members, at least thirty (30) days prior to the DTV Put Closing Date, the Comcast Registration Rights
     Agreement executed by Comcast Corporation, and each Selling DTV Put Right Member shall be required to
     execute the Comcast Registration Rights Agreement and return such agreement (as so executed) to Comcast
     Corporation within ten (10) days following receipt thereof.  If Comcast does not deliver an executed copy of 
     the Comcast Registration Rights Agreement to the Selling DTV Put Right Members at least thirty (30) days
     prior to the DTV Put Closing Date, Comcast shall not be permitted to issue common stock of Comcast
     Corporation to any Selling DTV Put Right Member as all or a portion of the purchase price for the DTV Put
     Units held by such Selling DTV Put Right Member at the DTV Put Right Closing (without the consent of such
     Selling DTV Put Right Member).  If any Selling DTV Put Right Member does not execute and return the 
     Comcast Registration Rights Agreement within the 10 day period set forth above, Comcast shall be permitted
     to issue common stock of Comcast Corporation to such Selling DTV Put Right Member as all or a portion of
     the purchase price for the DTV Put Units held by such Selling DTV Put Right Member at the DTV Put Right
     Closing, but neither Comcast Corporation nor any of its Affiliates shall be under any obligation to register such
     common stock in accordance with the provisions of the Comcast Registration Rights Agreement or otherwise.
  
                                        (vi)    If Radio One submits a DTV Put Participation Notice and if Radio
     One desires to issue common stock of Radio One, Inc. as all or a portion of the purchase price for the DTV
     Put Units it will purchase at the DTV Put Right Closing, provided that Radio One, Inc. is eligible to use Form
     S-3 (or a similar form of registration statement), Radio One shall deliver to the Selling DTV Put Right
     Members, at least thirty (30) days prior to the DTV Put Closing Date, the Radio One Registration Rights
     Agreement executed by Radio One, Inc., and each Selling DTV Put Right Member shall be required to execute
     the Radio One Registration Rights Agreement and return such agreement (as so executed) to Radio One, Inc.
     within ten (10) days following receipt thereof.  If Radio One does not deliver an executed copy of the Radio 
     One Registration Rights Agreement to the Selling DTV Put Right Members at least thirty (30) days prior to the
     DTV Put Closing Date, Radio One shall not be permitted to issue common stock of Radio One, Inc. to any
     Selling DTV Put Right Member as all or a portion of the purchase price for the DTV Put Units held by such
     Selling DTV Put Right Member at the DTV Put Right Closing (without the consent of such Selling DTV Put
     Right Member).  If any Selling DTV Put Right Member does not execute and return the Radio One 
     Registration Rights Agreement within the 10 day period set forth above, Radio One shall be permitted to issue
     common stock of Radio One, Inc. to such Selling DTV Put Right Member as all or a portion of the purchase
     price for the DTV Put Units held by such Selling DTV Put Right Member at the DTV Put Right Closing, but
     neither Radio One, Inc. nor any of its Affiliates shall be under any obligation to register such common stock in
     accordance with the provisions of the Radio One Registration Rights Agreement or otherwise.
  
                         (d)    DTV Put Right Closing .  The closing (the “ DTV Put Right Closing ”) of the
purchase and sale of the DTV Put Units pursuant to this Section 12.8 shall be made on a date within ninety (90)
days of the DTV Put Right Determination Date (the “ DTV Put Closing Date ”) and, to the extent applicable,
shall be made after giving effect to the Derivative Equity Interest Exercise made by each Selling DTV Put Right
Member.  At the DTV Put Right Closing, which shall be at a place and time reasonably selected by the Person 
purchasing DTV Put Units at such closing, (i) each of the Selling DTV Put Right Members shall (A) if applicable,
effect the Derivative Equity Interest Exercise in accordance with such Selling DTV Put Right Member’s
Derivative Equity Interest Exercise Notice delivered pursuant to Section 12.8(b) hereof, (B) execute and deliver 
such documents as shall be reasonably requested by the Persons purchasing such Member’s DTV Put Units in
order to vest full beneficial and record ownership of all of such DTV Put Units then owned by such Member in
the Persons purchasing such DTV Put Units, and (C) represent and warrant to the Persons purchasing such DTV
Put Units (in addition to such other customary representations and warranties requested by the Persons
purchasing such DTV Put Units) that such DTV Put Units are being transferred to such Persons free and clear of
liens, encumbrances and interests or rights of other Persons (except as provided in this Agreement or the Buy/Sell
Agreement), and (ii) each Person purchasing DTV Put Units shall make payment to each Selling DTV Put Right
Member in an amount equal to the number of DTV Put Units being acquired from such Member by such Person
multiplied by the Final Fair Market Value of such DTV Put Units, such payment to be made (at such
purchaser’s option) (1) by wire transfer of immediately available funds to an account specified in writing by each
Selling DTV Put Right Member, (2) subject to Section 12.9, with respect to purchases by Comcast or Radio 
One and at the option of each such Person, the issuance of    the most widely held class of common stock of
Comcast Corporation and/or Radio One, Inc. (based upon the average closing prices for a share of such
common stock during the ten (10) consecutive trading days ending two days prior to the date of the DTV Put
Right Closing), which shares of common stock, except as otherwise provided in Section 12.8(c)(vi) and (vii)
above, shall be “Registrable Securities” pursuant to the provisions of the Comcast Registration Rights Agreement
or the Radio One Registration Rights Agreement, as applicable, or (3) subject to Section 12.9, with respect to 
purchases by Comcast or Radio One and at the option of such Person, any combination of the foregoing.  The 
right to issue common stock of (I) Comcast Corporation as payment at the DTV Put Right Closing shall terminate 
in the event neither Comcast Corporation nor any Affiliate of Comcast Corporation is a Member and (II) Radio 
One, Inc. as payment at the DTV Put Right Closing shall terminate in the event neither Radio One, Inc. nor any
Affiliate of Radio One, Inc. is a Member.  In connection with the DTV Put Right Closing, Comcast and Radio 
One may assign all or any portion of its respective purchase rights under this Section 12.8(d) to an Affiliate of
such Person.  In the event that any of the Selling DTV Put Right Members fails to fully satisfy or be in a position 
to fully satisfy its obligations to sell the DTV Put Units at the DTV Put Right Closing (each, a “ DTV Put Right
Defaulting Person ”) and such DTV Put Right Closing does not occur, (1) so long as Comcast and/or Radio
One have fully satisfied or are in a position to fully satisfy all of their conditions and obligations at the DTV Put
Right Closing in connection with such DTV Put Right Closing, the DTV Put Right Defaulting Person shall
reimburse (or in the event there is more than one DTV Put Right Defaulting Person, the DTV Put Right Defaulting
Persons shall reimburse in proportion to the relative DTV Put Units to be sold by each DTV Put Right Defaulting
Person at the DTV Put Right Closing) Comcast and/or Radio One for their actual and reasonable out of pocket
expenses incurred (not to exceed $50,000.00 in the aggregate for Comcast and/or Radio One) in connection
with the DTV Put Right Closing (provided that such reimbursement shall not constitute, or be deemed to be, an
admission of liability by the DTV Put Right Defaulting Person(s)), and (2) any DTV Put Right Defaulting Person’s
rights but not obligations to participate in such DTV Put Right Closing shall automatically and irrevocably
terminate.
  
  
                                                  Exhibit 3.1 - 89
                                                                                                                     
  
                            (e)    Board Composition; Conversion of Series A Preferred Units .  Following the 
DTV Put Right Closing, (i) in the event that all of the Series A Preferred Units held by the Financial Investor 
Members have not been purchased, redeemed or previously forfeited pursuant to (and subject to the limitations
set forth in) Section 4.4(m) hereof, the Board shall consist of five (5) Managers and, as between Comcast and
Radio One (together in each case with their respective Unit Affiliates), the owner of a majority of the outstanding
Units after the DTV Put Right Closing (calculated on a Fully Diluted Basis, excluding all Class D Common Units
and all Financial Investor Member Equity Interests, if any) shall designate three (3) Managers, the owner of less
than a majority of the Units (calculated on a Fully Diluted Basis, excluding all Class D Common Units and all
Financial Investor Member Equity Interests, if any) shall designate one (1) Manager and the Financial Investor
Members shall designate one (1) Manager; (ii) in the event that all of the Series A Preferred Units held by the 
Financial Investor Members have been purchased, redeemed or previously forfeited pursuant to (and subject to
the limitations set forth in) Section 4.4(m) hereof, the Board shall consist of three (3) Managers and, as between
Comcast and Radio One (together in each case with their respective Unit Affiliates), the owner of a majority of
the outstanding Units after the DTV Put Right Closing (calculated on a Fully Diluted Basis, excluding all Class D
Common Units and all Financial Investor Member Equity Interests, if any) shall designate two (2) Managers and
the owner of less than a majority of the Units (calculated on a Fully Diluted Basis, excluding all Class D Common
Units and all Financial Investor Member Equity Interests, if any) shall designate one (1) Manager; (iii) in the event 
that (x) all of the Series A Preferred Units held by the Financial Investor Members and the DIRECTV Members 
have been purchased, redeemed or previously forfeited, or (y) all of the Series A Preferred Units held by the 
Financial Investor Members have been purchased, redeemed or previously forfeited and DIRECTV is a Limited
Member, then all of the remaining Series A Preferred Units shall automatically be converted into Class A
Common Units pursuant to Section 5.2(e)(iv)(2); and (iv) in the event that, pursuant to this provision, Comcast 
has the right to designate a majority of the Managers, Comcast may deliver to Radio One and the Network a
Termination Notice pursuant to Section 6.2(d) of the Network Services Agreement. 
  
                            (f)    Radio One Termination .  Upon delivery by Comcast of a Termination Notice (as 
defined in the Radio One Change of Control Agreement) to Radio One and the Network pursuant to Section 2.2
(h) of the Radio One Change of Control Agreement or upon a Radio One Trigger Event, Radio One’s rights to
participate in a purchase of Units under this Section 12.8 shall terminate and be of no further force or effect.
  
                            (g)    Comcast Termination .  Upon a Comcast Trigger Event, Comcast’s rights to
participate in a purchase of Units under this Section 12.8 shall automatically terminate and be of no further force
or effect.
  
         Section 12.9    Purchase of DIRECTV Equity Interests for Common Stock .  In the event 
Comcast or Radio One acquires, pursuant to the provisions of Sections 12.2, 12.4, 12.5, 12.7 and 12.8 of this
Agreement, the Equity Interests in the Network owned by DIRECTV, and Comcast or Radio One elect to make
payment in accordance with the above-referenced Sections by the issuance of the most widely held class of
common stock of Comcast Corporation and/or Radio One, Inc, as the case may be, such purchaser and each
DIRECTV Member shall use commercially reasonable efforts to effect the acquisition of the such Equity Interests
through tax-free (for U.S. federal income tax purposes) mergers of the subsidiaries of DIRECTV that directly
hold such Equity Interests with Comcast or Radio One, as applicable, or with one or more first-tier U.S. “C” 
corporation subsidiaries of Comcast or Radio One, as applicable (the “ DTV Equity Acquisition ”), or through
some other mutually agreeable arrangement (including structuring the DTV Equity Acquisition as an acquisition of
limited liability interests) such that the DTV Equity Acquisition will be tax-free to DIRECTV (except to the extent
of any “boot” received by DIRECTV in the DTV Equity Acquisition).
  
  
                                                  Exhibit 3.1 - 90
                                                                                                                        
                                               
                                        ARTICLE XIII
                                               
                        ADDITIONAL, SUBSTITUTE AND LIMITED MEMBERS
  
         Section 13.1    Admissions .  No Person shall be admitted to the Network as a Member (other than 
the Initial Members) except in accordance with Section 13.2, 13.3, 13.4 or 13.5 hereof.  Any purported 
admission, which is not in accordance with this Article XIII, shall be null and void.  Upon admission of any 
Additional, Substitute Member or Limited Member, or upon any Member ceasing to be a Member, the books
and records of the Network shall be revised accordingly to reflect such admission or cessation.
  
         Section 13.2    Admission of Additional Members .  Except for the admission of  Class D Members 
which shall be as set forth in Section 13.5, a Person shall become an Additional Member pursuant to the terms of
this Agreement only if and when each of the following conditions is satisfied:
  
                           (a)    the Board, in its sole and absolute discretion, determines the nature and amount of
the Capital Contribution and/or Capital Commitment to be made by such Person;
  
                           (b)    the Board has received, on behalf of the Network, such Person’s Capital
Contribution and/or Capital Commitment as so determined;
  
                           (c)    the Board consents in writing to such admission, which consent may be given or
withheld in its sole and absolute discretion and, if such Person is to be admitted as a Member holding Units, the
Board shall determine which class or series of authorized Units such Person shall hold;
  
                           (d)    the Board receives written instruments (including, without limitation, such Person’s
consent to be bound by this Agreement as a Member) that are in form and substance satisfactory to the Board,
as determined in its sole and absolute discretion;
  
                           (e)    if requested by Comcast or Radio One, the Board receives a written joinder to the
Buy/Sell Agreement in accordance with Section 3.8 thereof;
  
                           ( f )    such Person shall execute and deliver a subscription agreement with
representations and warranties no less favorable to the Network than the representations and warranties
contained in the Subscription Agreement; and
  
                           (g)    the Members required to approve any classification or issuance of Units have
approved such classification and issuance.
  
         Section 13.3    Admission of Substitute Members .  A Person who acquires all or a portion of a 
Member’s Units shall become a Substitute Member of the Network only following a Transfer of Units made in
accordance with Article XI hereof.
  
         Section 13.4    Limited Members.
  
                           (a)    A Member (or its successor in interest, if any, pursuant to (i) or (ii) below or his or
her personal representatives, executors or heirs, pursuant to (iv) below) shall automatically become a Limited
Member upon the earliest to occur of any of the following events:
  
                                        (i)    as to any Member that is not an individual, the filing of a certificate of
   dissolution, or its equivalent, for such Member;
  
                                        (ii)    as to any Member that Transfers all or any part of its Units (and as to
   the Person to whom such Units are Transferred), in the event that such Units are Transferred in a manner that
   does not comply with Article XI hereof following a determination by a court of competent jurisdiction or the
   Board upon advice of counsel selected by the Board that the provisions of Article XI shall not be applicable to
   such Transfer; provided that in the event of such a Transfer the limitations and restrictions applicable to a
   Limited Member shall only apply to the Units so Transferred;
  
                                     (iii)    the Bankruptcy of such Member;
  
                                      (iv)    as to any Non-Class D Member that is an individual, the death or
     permanent incapacity (as determined in good faith by the Board) of such Non-Class D Member;
  
                                        (v)    as to any Member that is a Comcast Unit Affiliate or a Radio One
     Unit Affiliate, upon a Prohibited Transfer of such Unit Affiliate pursuant to Section 11.5 hereof; or
  
  
                                                 Exhibit 3.1 - 91
                                                                                                                         
  
                                         (vi)    as to any DIRECTV Member, in the event of a material breach by
     DIRECTV, INC. (or any successor or assignee of DIRECTV, INC.) of its Affiliate Distribution Obligations (as
     defined in the DIRECTV Affiliation Agreement) under the DIRECTV Affiliation Agreement for which the
     Network has sought, but not obtained, for any reason, specific performance, unless such material breach is
     cured within sixty days after the later of (A) the date of the initial court order denying such specific performance
     and (B) if such court order is appealed by the NETWORK, the final judgment on such appeal. 
  
                           (b)    Notwithstanding anything to the contrary contained in this Agreement, a Limited
Member shall have no:
  
                                     (i)    right to vote on any matter being voted on by the Members generally
     or by any class or group of Members or to receive notice of a meeting of Members;
  
                                        (ii)    right to designate a Manager;
  
                                        (iii)    rights as a Non-Defaulting Member under Section 6.6 hereof;
  
                                        (iv)    right to make a Loan to the Network under Section 6.10 hereof;
  
                                        (v)    Right of First Refusal or Co-Sale Right under Sections 11.3 and 11.4
     hereof;
  
                                        (vi)    right to deliver a Put Notice under Section 12.2 hereof;
  
                                        (vii)    Preemptive Rights under Section 12.3 hereof;
  
                                        (viii)    rights as a Tag-Along Seller under Section 12.4 hereof;
  
                                        (ix)    rights as an Exercising Drag-Along Seller under Section 12.5 hereof;
     and
  
                                        (x)    inspection or information rights provided to Members under Article
     XIV hereof.
  
                         (c)    Subject to the limitations and restrictions set forth in Section 13.4(b) hereof, a
Limited Member shall retain such rights, and remain subject to such obligations, as were applicable to such
Limited Member (or the Member from whom such Limited Member acquired Units or other Equity Interests)
prior to becoming a Limited Member.  If a Limited Member shall fail, within twenty (20) days of a written request 
from the Network, Comcast or Radio One to consent in writing to be bound by this Agreement, the Radio One
Change of Control Agreement and/or the Buy/Sell Agreement (in the event such Person is not a party to any such
agreement at the time such written request is made), the Equity Interests held by such Limited Member shall be
forfeited and cancelled.
  
         Section 13.5    Admission of Class D Members .  Persons awarded Class D Common Units under 
the Network Equity Plan shall be admitted as Members in accordance with the terms of the Network Equity
Plan, the applicable Award Agreement and this Agreement if and only if, and when, each of the following
conditions is satisfied:
  
                         (a)    the Board or the Compensation Committee approves the issuance of such Class D
Common Units to such Person, and
  
                         (b)    the Board or the Compensation Committee receives written instruments (including,
without limitation, such Person’s consent to be bound by this Agreement as a Member and the Buy/Sell
Agreement as a Class D Member and the applicable Award Agreement executed by such Person) that are in
form and substance satisfactory to the Board, as determined in its sole and absolute discretion.
  
         Section 13.6    Withdrawal of Member .  Members shall not be permitted to voluntarily withdraw 
from the Network for any reason.  Any Member shall cease to be a Member of the Network upon the date such 
Member ceases to hold any Units.  No such Member shall have a right to a return of its Capital Contribution. 
  
  
  
                                              Exhibit 3.1 - 92
                                                                                                                    
  
                                                 ARTICLE XIV
  
                                         REPORTS TO MEMBERS
  
        Section 14.1    Books and Records
  
                          (a)    Each Non-Class D Member has the right, subject to such reasonable standards
(including standards governing what information and documents are to be furnished at what time and location and
at whose expense) as may be established by the Managers, to obtain from the Network from time to time upon
reasonable demand for any purpose reasonably related to the Non-Class D Member’s interest as a Member of
the Network:
  
                                     (i)    True and full information regarding the status of the business and
   financial condition of the Network;
  
                                     (ii)    Promptly after they become available, a copy of the federal, state and
   local income tax returns for each year of the Network;
  
                                     (iii)    A current list of the name and last known business, residence or
   mailing address of each Member and Manager;
  
                                     (iv)    A copy of this Agreement, the Certificate of Formation and all
   amendments thereto;
  
                                     (v)    True and full information regarding the amount of cash and a
   description and statement of the agreed value of any other property or services contributed by each Member
   and which each Member has agreed to contribute in the future, and the date on which each became a Member;
   and
  
                                     (vi)    Other information regarding the affairs of the Network as is
   reasonable.
  

                         (b)    Each Class D Member has the right, subject to such reasonable standards
(including standards governing what information and documents are to be furnished at what time and location and
at whose expense) as may be established by the Board from time to time, to obtain from the Network from time
to time upon reasonable demand for any purpose reasonably related to the Class D Member’s interest as a
Member of the Network:
  
                                     (i)    information regarding the status of the business and financial condition
   of the Network;
  
                                     (ii)    promptly after they become available, a copy of the federal, state and
   local income tax returns for each year of the Network; and
  
                                     (iii)    a copy of this Agreement, the Certificate of Formation and all
   amendments thereto.
  
                         (c)    Each Manager shall have the right to examine all of the information described in
subsections (a) and (b) of this Section 14.1 for any purpose reasonably related to his or her position as a
Manager.
  
                         (d)    The Network may maintain its records in other than a written form if such form is
capable of conversion into written form within a reasonable time.
  
                         (e)    Any demand by a Member under this Section shall be in writing and shall state the
purpose of such demand.
  
                          (f)    The Network shall permit each Non-Class D Member to visit and inspect the
Network’s properties, to examine its books of account and records and to discuss the Network’s affairs,
finances and accounts with its officers, during normal business hours upon reasonable advance notice.
  
                          (g)    The Network shall provide each Non-Class D Member with prompt notice of the
initiation of any material legal action against the Network.
  
                          (h)    The obligations and limitations set forth in Section 19.3 hereof shall apply to any 
Confidential Information disclosed or otherwise made available to any Member pursuant to this Section 14.1. 
  
  
  
                                                  Exhibit 3.1 - 93
                                                                                                                    
  
        Section 14.2    Annual Reports .  Within (x) seventy-five (75) days after the end of the Fiscal Year
ending December 31, 2004, and (y) sixty (60) days after the end of each Fiscal Year thereafter, the Network
shall cause to be prepared, and each Member furnished with, financial statements accompanied by a report
thereon from Ernst & Young LLP, PricewaterhouseCoopers, KPMG LLP or Deloitte & Touche, or a successor
thereto, approved by the Board following a recommendation by the Audit Committee or from another
independent accounting firm approved by the Board following a recommendation by the Audit Committee and
the holders of at least 75% of the outstanding Units entitled to vote hereunder (on a Fully-Diluted Basis) stating
that such statements are prepared and fairly stated in all material respects in accordance with generally accepted
accounting principles, and, to the extent inconsistent therewith, in accordance with this Agreement, including the
following:
  
                         (a)    A copy of the balance sheet of the Network as of the last day of such Fiscal Year;
  
                         (b)    A statement of income or loss for the Network for such Fiscal Year; and
  
                         (c)    A statement of the Members’ Capital Accounts, changes thereto for such Fiscal
Year and Percentage Interests at the end of such Fiscal Year.
  
        Section 14.3    Quarterly Reports .  Within thirty (30) days after the end of each quarter, the 
Network shall cause each Non-Class D Member to be furnished with quarterly financial statements prepared in
accordance with the Network’s methods of accounting, of the type described in Section 14.2, as of the last day
of such quarter, provided that such quarterly reports need not include such footnotes as may be required by
generally accepted accounting principles.
  
        Section 14.4    Monthly Reports .  Within ten (10) days after the end of each month, the Network 
shall cause each Non-Class D Member to be furnished with monthly financials statements prepared in
accordance with the Network’s methods of accounting, of the type described in Section 14.2, as of the last day
of such month, provided that such monthly reports need not include such footnotes as may be required by
generally accepted accounting principles.
  
        Section 14.5    Tax Returns and Tax Information to Members.   The Network shall send to each
Person who was a Member at any time during such Fiscal Year such tax information, including, without limitation,
Federal Tax Schedule K-1, as shall be reasonably necessary for the preparation of such Member’s federal
income tax return.  The Tax Matters Partner shall use reasonable efforts to distribute all necessary tax information 
to each Member as soon as practicable after the end of each Taxable Year, but not later than seventy-five (75)
days after the end of each Taxable Year; provided, however, that such period shall be automatically extended in
the event of a delay beyond the control of the Tax Matters Partner, such as a delay resulting from the failure of a
third party to provide required tax information to the Network in a timely manner.
  
        Section 14.6    Class D Member Information Rights .  Notwithstanding anything to the contrary in 
this Agreement, the Class D Members shall have no rights to obtain or review books or records of the Network
or other information or reports except to the extent specifically set forth in Section 14.1(b), Sections 14.2 and 
Section 14.5 hereof. 
  
  
  
                                                  Exhibit 3.1 - 94
                                                                                                                    
  
                                                  ARTICLE XV
  
                    COMCAST CONSULTATION AND PROGRAMMING RIGHTS
  
         Section 15.1    Consultation Rights.   Before the Network enters into any affiliation or similar
agreement to distribute the Network’s programming service or programming content to broadcast, cable or
satellite subscribers, the Network shall (recognizing Comcast Corporation’s experience as to such matters)
consult in good faith with an Affiliate of Comcast Corporation designated by Comcast regarding the terms and
conditions of any such agreement; provided that (a) Comcast shall make such Affiliate available for consultation 
with the Network in a timely manner and (b) the terms and conditions of such agreement shall be deemed to be 
Confidential Information of the Network.  Comcast’s consultation rights and the Network’s obligations set forth
in this Section 15.1 shall terminate immediately in the event of a Comcast Trigger Event.
  
         Section 15.2    Programming Rights.   Comcast shall have the right, and the Network hereby grants
to Comcast the right, to provide at any time a reasonably detailed written proposal describing a programming
concept for one (1) hour per week (and the Network shall use commercially reasonable efforts to grant to
Comcast such right for up to two (2) hours per week) of programming content to be distributed on and as a part
of the Service (any such concept, the “ Comcast Concept ”).  Following the delivery of any Comcast Concept,
the Network shall use commercially reasonable efforts to develop and produce or acquire programming
consistent with the Comcast Concept and to distribute such programming on and as part of the Service;
provided , however , that the Network shall have the right to reject any Comcast Concept and shall have no
obligation to develop and produce or acquire programming consistent with the Comcast Concept if:  (a) the 
programming contemplated by the Comcast Concept (the “ Comcast Programming ”) would be inconsistent
with the quality, look and feel of the other programming on the Service as determined by the Network’s Chief
Executive Officer in his reasonable judgment; (b) the Comcast Programming contemplated by the Comcast 
Concept would be inconsistent with the business purpose of the Network as provided in Section 2.3 hereof or as
otherwise determined by the Members in accordance with the provisions of this Agreement; (c) the cost of 
producing or acquiring the Comcast Programming would be prohibitive or otherwise materially inconsistent with
the Annual Budget allocations with respect to programming (and the Network shall not be obligated to cease any
development, production or acquisition in process or contemplated by any pre-existing programming plan or
schedule in order to accommodate the costs of producing the Comcast Programming); (d) the development,
production or acquisition of the Comcast Programming is not feasible for any reason beyond the Network’s
control; (e) any other contractual term, provision or condition demanded by any Person in connection with the 
development, production or acquisition of the Comcast Programming is otherwise materially inconsistent with the
policies, business activities or reputation of the Network, as determined by the Network’s Chief Executive
Officer in his reasonable judgment; (f) distributing the Comcast Programming could cause the Network to violate 
any provision of the Comcast Affiliation Agreement or any other agreement with any Person for the distribution of
the Service; (g) the development, production, acquisition or distribution of the Comcast Programming or 
implementation of the Comcast Concept could cause the Network to violate any law or regulation or any material
contract or agreement previously entered into by the Network; or (h) the Service is already distributing one (1)
hour per week (or, subject to this Section 15.2, up to two (2) hours per week) of programming based on a
Comcast Concept previously delivered by Comcast expressly pursuant to this Section 15.2.  In the event the 
Network rejects any Comcast Concept in accordance with this Section 15.2, the Network shall provide
Comcast in writing with a reasonably detailed explanation of the basis for such rejection and, if requested by
Comcast, shall cooperate with Comcast in revising such Comcast Concept to be acceptable to both
Persons.  The rights set forth in this Section 15.2 shall terminate automatically upon the earlier to occur of (i) a 
Comcast Trigger Event, (ii) a CST Competitor Event and (iii) in the event that no Affiliate of Comcast
Corporation is a Member.
  
  
  
                                                  Exhibit 3.1 - 95
                                                                                                                       
  
                                               ARTICLE XVI
                                                       
                                          EVENTS OF DISSOLUTION
  
          Section 16.1    Dissolution .  The Network shall be dissolved upon the occurrence of any of the 
following events (each, an “ Event of Dissolution ”):
  
                           (a)    A judicial dissolution of the Network pursuant to Section 18-802 of the Act;
  
                           (b)    Following the sale, transfer or other disposition of all or substantially all of the
assets of the Network pursuant to a Sale Transaction; or
  
                           (c)    The following votes for dissolution are obtained:
  
                                        (i)    the Members that are entitled to vote holding at least a majority of the
   Class A Common Units, Class B Common Units, Class C Common Units and Series A Preferred Units, voting
   as a single class, vote for dissolution;
  
                                        (ii)    the Members that are entitled to vote holding at least a majority of the
   Class B Common Units, voting as a separate class, vote for dissolution; and
  
                                        (iii)    the Members that are entitled to approve the matters set forth in
   Section 5.2(e)(i)(1)-(9) vote for dissolution.
  
          Section 16.2    No other Event of Dissolution .  No other event, including the retirement, 
withdrawal, insolvency, liquidation, dissolution, insanity, resignation, expulsion, Bankruptcy, death, incapacity or
adjudication of incompetency of a Member, shall cause the dissolution of the Network.
  
  
  
                                                   Exhibit 3.1 - 96
                                                                                                                   
  
                                               ARTICLE XVII
                                                      
                                               TERMINATION
  
         Section 17.1    Liquidation .  In the event that an Event of Dissolution shall occur, the Network shall 
be liquidated and its affairs shall be wound up.
  
                          (a)    Following an Event of Dissolution pursuant to Section 16.1(b) hereof as a result of
the sale, transfer or other disposition of all or substantially all of the assets of the Network pursuant to a Sale
Transaction (provided that such Sale Transaction occurs as a result of the insolvency of the Network) or pursuant
to Sections 16.1(a) or (c) hereof (in each case, a “ Liquidation ”), all proceeds from such Liquidation shall be
distributed as set forth below:
  
                                       (i)    to creditors, including Members who are creditors to the extent
   permitted by law, in satisfaction of the Network’s liabilities; and
  
                                       (ii)    to Members in accordance with Section 9.4 hereof.
  
                          (b)    Following an Event of Dissolution pursuant to Section 16.1(b) hereof as a result of
the sale, transfer or other disposition of all or substantially all of the assets of the Network pursuant to a Sale
Transaction (other than a Sale Transaction that occurs as a result of the insolvency of the Network), all proceeds
from such Sale Transaction shall be distributed as set forth below:
  
                                       (i)    to creditors, including Members who are creditors to the extent
   permitted by law, in satisfaction of the Network’s liabilities; and
  
                                       (ii)    to Members in accordance with Section 9.3 hereof.
  
         Section 17.2    Final Accounting .  In the event of the dissolution of the Network, prior to any 
liquidation, a proper accounting shall be made to the Members from the date of the last previous accounting to
the date of dissolution.
  
         Section 17.3    Cancellation of Certificate .  Upon the completion of the Distribution of the 
Network’s assets upon dissolution of the Network, the Network shall be terminated, all Units shall be cancelled
and the Board shall cause the Network to execute and file a Certificate of Cancellation in accordance with
Section 18-203 of the Act.
  
  
  
                                                 Exhibit 3.1 - 97
                                                                                                                    
  
                                                ARTICLE XVIII
  
                               EXCULPATION AND INDEMNIFICATION
  
         Section 18.1    Exculpation .  Notwithstanding any other provisions of this Agreement, whether 
express or implied, or obligation or duty at law or in equity, none of the Members, Managers or any officers,
directors, stockholders, Affiliates, partners, members, employees, representatives, consultants or agents of either
the Managers or the Members (individually, a “ Covered Person ” and, collectively, the “ Covered Persons ”)
shall be liable to the Network or any other Person for any act or omission taken or omitted in good faith by a
Covered Person on behalf of the Network and in the reasonable belief that such act or omission was in or was
not opposed to the best interests of the Network; provided that such act or omission does not constitute fraud,
willful misconduct, bad faith, or gross negligence, and provided further than no Covered Person shall be entitled
by reason of this Section 18.1 to exculpation from liability that arises by reason of the material breach of an
obligation of such Covered Person under the Comcast Affiliation Agreement, the Radio One Agreements or the
DIRECTV Affiliation Agreement.  Class D Members and their respective Covered Persons shall not be entitled 
by reason of this Section 18.1 to exculpation from any liability that arises under any employment or consulting 
agreement or arrangement in existence between the Network and such Person or by reason of any breach
thereof.
  
         Section 18.2    Indemnification .
  
                          (a)    To the fullest extent permitted by law, the Network shall indemnify and hold
harmless each Covered Person (individually, an “ Indemnified Person ” and, collectively, the “ Indemnified
Persons ”) from and against any and all losses, claims, demands, liabilities, expenses (including reasonable
attorneys’ fees and expenses), judgments, fines, settlements and other amounts arising from any and all actions,
suits or proceedings, whether civil, criminal, administrative or investigative (“  Claims ”) , in which such
Indemnified Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its
management of the property, business or affairs of the Network or the fact that such Indemnified Person was a
Manager, officer, Member, employee, representative, consultant or agent of the Network, or by reason of the
fact that such Person, at the request of the Network, is or was serving as an officer, director, employee or agent
of another limited liability company, corporation, partnership, joint venture, trust or other enterprise if the
Indemnified Person in relation to the facts, events and circumstances on which such action, suit or proceeding is
based (i) acted in good faith and in a manner that the Indemnified Person reasonably believed to be in, or not 
opposed to, the best interests of the Network or (ii) with respect to a criminal action or proceeding had no 
reasonable cause to believe that the Indemnified Person’s conduct was unlawful.  The termination of any action, 
suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere , or its
equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnified
Person acted in a manner contrary to that specified in (i) or (ii) above.  An Indemnified Person shall not be 
entitled to indemnification under this Section 18.2 with respect to any Claim (1) if it has engaged in fraud, willful
misconduct, bad faith or gross negligence with respect to the matters that gave rise to such Claim or (2) that
arises by reason of the material breach of an obligation of such Indemnified Person under the Comcast Affiliation
Agreement, the Radio One Agreements or the DIRECTV Affiliation Agreement.  In the event that an 
employment or consulting agreement or arrangement exists between a Class D Member and the Network, such
Class D Member and his or her Covered Persons shall not be entitled to indemnification under this Section 18.2
for Claims arising thereunder or in breach thereof.
  
                          (b)    Expenses (including reasonable attorneys’ fees and disbursements) incurred by an
Indemnified Person in investigating or defending any Claim shall be paid by the Network in advance of the final
disposition of such Claim upon receipt by the Network of an undertaking by or on behalf of such Indemnified
Person to repay such amount if it shall be ultimately determined by a court of competent jurisdiction from which
no further appeal may be taken or the time for any appeal has lapsed (or otherwise, as the case may be) that such
Indemnified Person is not entitled to be indemnified by the Network as authorized by this Section 18.2.
  
                          (c)    The indemnification provided by this Section 18.2 shall be in addition to any other
rights to which each Indemnified Person may be entitled under any agreement, as a matter of law or otherwise,
both (i) as to the action in the Indemnified Person’s capacity as a Manager, Member, officer, employee,
representative, consultant or agent of the Network or by reason of its management of the property, business or
affairs of the Network, and (ii) as to action in another capacity, and shall continue as to an Indemnified Person 
who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns,
administrators and personal representatives of the Indemnified Person.
  
  
  
                                                Exhibit 3.1 - 98
                                                                                                                    


  
                                             ARTICLE XIX
                                                     
                                          GENERAL PROVISIONS
  
        Section 19.1    Future and Current Investments and Activities .
  
                           (a)    The Network and each Member acknowledges and agrees that (i) Comcast,
DIRECTV and their respective Affiliates engage in a wide variety of activities and have investments in many other
companies; (ii) it is critical to Comcast and DIRECTV that Comcast and its Affiliates be permitted to continue to
develop their current and future business and investment activities without any restriction arising from an
investment by Comcast, DIRECTV or their respective Affiliates in the Network, the right of Comcast,
DIRECTV or their respective Affiliates to designate Managers of the Network or any other relationship,
contractual or otherwise, between Comcast, DIRECTV or their respective Affiliates, on the one hand, and the
Network or any of its Affiliates, on the other hand; (iii) from time to time, in connection with the foregoing
activities of Comcast, DIRECTV or their respective Affiliates (collectively, the “  Activities ”) , Comcast,
DIRECTV or their respective Affiliates may have information that may be useful to the Network or its Members
(which information may or may not be known by any Manager designated by Comcast, DIRECTV or their
respective Affiliates) and none of Comcast, DIRECTV or their respective Affiliates or any Manager so
designated shall have any duty to disclose any information known to such Person or entity to the Network or any
of its other Members; (iv) the relationship of Comcast, DIRECTV or their respective Affiliates with the Network
and its Affiliates shall not interfere with or impose conditions or restrictions on any of the Activities of Comcast,
DIRECTV or their respective Affiliates; and (v) Comcast, DIRECTV or their respective Affiliates shall be free to
engage in the Activities in any capacity, whether active or passive, without any obligation or liability to the
Network or to any of its other Members (including, without limitation, any obligation to offer the Network or any
of the other Members of the Network a right to acquire, participate or have any interest of any nature whatsoever
in any of such Activities), and no Manager designated by Comcast, DIRECTV or their respective Affiliates shall
have any liability by reason of any such Activities (it being understood that no action by any Manager so
designated in connection with any such Activities shall be deemed to constitute a breach by such Manager of any
duty owed to the Network).
  
                           (b)    The Network hereby waives, to the full extent that it may do so under applicable
law, any claim arising under the corporate opportunity doctrine (or similar applicable legal principles relating to,
among other things, fiduciary duties) with respect to the Activities of Comcast, DIRECTV or their respective
Affiliates and the other matters set forth in Section 19.1(a) above.
  
         Section 19.2    Radio One Competition .  If Comcast believes that any of Radio One, its Affiliates or 
Liggins is engaging in or has engaged in a Competitive Activity, it shall have the right to provide written notice to
Radio One (a “ Competition Notice ”), which notice shall include a detailed description of the basis for such
belief and a description of the Competitive Activity.  After delivery of the Competition Notice, Radio One shall 
use its best efforts to cause Liggins and other officers of Radio One to be available for a meeting at Comcast’s
offices to discuss such Competitive Activity (and Comcast shall use its best efforts to cause its officers or
employees to be available for such meeting), such meeting to take place within ten (10) days of the receipt of the
Competition Notice.  If Comcast advises Radio One in writing promptly after that meeting that it has concluded in 
its sole discretion that none of Radio One, its Affiliates or Liggins has engaged or is engaging in a Competitive
Activity, then the Competition Notice shall be deemed withdrawn.  If Comcast does not so notify Radio One 
within fifteen (15) days following the receipt of the Competition Notice for any reason whatsoever, Radio One
shall have thirty (30) days from the date of receipt of the Competition Notice within which to irrevocably commit
to Comcast in a written agreement acceptable to Comcast to (a) take such action as is necessary so that Radio
One, its Affiliates and/or Liggins are no longer engaged in any Competitive Activity and (b) immediately cease,
and cause its Affiliates and Liggins to immediately cease, to the extent possible, any and all Competitive
Activities.  If Radio One does not execute such written agreement with Comcast within such thirty-day period
and any of Radio One, its Affiliates or Liggins is engaged in a Competitive Activity at the end of such thirty day
period or, if such agreement is executed, any of Radio One, its Affiliates and Liggins is still engaging in a
Competitive Activity after the expiration of sixty (60) days following the execution of such agreement, then
Comcast shall have the right to deliver to the Network and to Radio One at any time following the end of such
thirty day or sixty day period (as applicable) (i) a Termination Notice pursuant to Section 6.2(f) of the Network
Services Agreement; and/or (ii) a certificate demanding that Section 4.4(e) become immediately effective (a “ 
Manager Change Notice ”).
  
  
  
                                               Exhibit 3.1 - 99
                                                                                                                         
  
        Section 19.3    Confidentiality .
  
                           (a)    Each Member agrees that it shall at all times keep confidential and not disclose or
make accessible to anyone, any confidential or proprietary information, knowledge or data concerning or relating
to the business or financial affairs of the Network (“ Confidential Information ”), except to the extent that such
disclosure is approved by a majority of the Managers not designated by such Member or as may be required by
applicable law, court process or other obligations pursuant to any governmental or regulatory authority
requirement. Notwithstanding the foregoing, each Member may disclose such Confidential Information to its
directors, officers, employees, Affiliates and advisors having a need to know the Confidential Information in order
to accomplish the legitimate purposes or functions of the Network subject to (1) such Persons being advised of 
the provisions of this Section 19.3, and (2) such Member being responsible for any breach of this Section 19.3 
by any such Persons.  Each Member shall safeguard Confidential Information with the same degree of care as 
such Member uses to safeguard the confidentiality of its own confidential and proprietary information, knowledge
or data.
  
                           (b)    The obligations of the Members specified in Section 19.3(a) hereof shall not 
apply, and the Member shall have no further obligations, with respect to any Confidential Information to the
extent that a Member can demonstrate that such Confidential Information (i) is generally known to the public or 
within the Network’s industry at the time of disclosure to the Member or becomes generally known through no
wrongful act on the part of the Member, (ii) is in the Member’s possession at the time of disclosure to the
Member otherwise than as a result of the Member’s breach of any legal obligation, (iii) becomes known to the 
Member through the disclosure by sources other than the Network having the legal right to disclose such
Confidential Information, or (iv) is independently developed by the Member without reference to or reliance upon 
the Confidential Information.
  
                           (c)    The obligations set forth in this Section 19.3 shall be continuing and survive the 
termination of this Agreement and following the dissolution of the Network, in each case for a period of three
years, and shall be continuing and survive the withdrawal of a Member from the Network with respect to such
Member for a period of five years following such withdrawal.
  
          Section 19.4    Amendment .
  
                           (a)    Except as otherwise expressly provided herein:
  
                                        (i)    no provision of this Agreement may be amended or modified except
   upon the written consent of the holders of Series A Preferred Units in accordance with Section 5.2(e)(i) hereof,
   and the holders of Class B Common Units in accordance with Section 5.2(b)(i) or 5.2(b)(v) hereof;
  
                                        (ii)    following any mandatory conversion of Series A Preferred Units to
   Class A Common Units pursuant to Section 5.2(e)(iv)(2) of this Agreement, (A) for so long as there has not 
   been a Radio One Trigger Event, any amendment or termination of this Agreement must be approved by the
   holders of at least a majority of the Class A Common Units; except that any Member whose Units are being 
   acquired in connection with a Network Purchase Obligation shall be conclusively deemed to have voted in
   favor of approving such amendment (irrespective of any notice or other action to the contrary) in the event such
   amendment involves an amendment to this Agreement to create a new class or series of Units for the purpose
   of, and the creation of which is conditioned upon, the sale of such new class or series of Units solely to fund
   such Network Purchase Obligation; provided that no such amendment, or creation or issuance of such new
   class or series of Units shall be effective until the closing of the applicable Network Purchase Obligation; and
   (B) following a Radio One Trigger Event, any amendment or modification of any provision of this Agreement
   that would adversely affect the holders of Class A Common Units (in such holder’s capacity as a Member or
   holder of Class A Common Units) in a manner not so adversely affecting the Class B Common Units, the Class
   C Common Units and the Class D Common Units must be approved by the holders of at least a majority of the
   Class A Common Units; 
  
                                        (iii)    following the termination of the approval rights set forth in Section 5.2
   (b)(i) or 5.2(b)(v) as a result of a Comcast Trigger Event, any amendment or modification of any provision of
   this Agreement that would adversely affect the holders of Class B Common Units (in such holder’s capacity as
     a Member or holder of Class B Common Units) in a manner not so adversely affecting the Series A Preferred
     Units, Class A Common Units, the Class C Common Units and the Class D Common Units must be approved
     by the holders of at least a majority of the Class B Common Units; 
  
                                         (iv)    following any mandatory conversion of Series A Preferred Units to
     Class A Common Units pursuant to Section 5.2(e)(iv)(2) of this Agreement, any amendment or modification of 
     any provision of this Agreement that would adversely affect the holders Class C Common Units (in such 
     holder’s capacity as a Member or holder of Class C Common Units) in a manner not so adversely affecting the
     Class A Common Units, the Class B Common Units and Class D Common Units must be approved by the
     holders of at least a majority of the Class C Common Units; and 
  
                                       (v)    any amendment or modification of any provision of this Agreement
     that would modify the limited liability of a Member as set forth in Section 3.9 hereof or increase the amount of
     capital to be contributed by a Member to the Network must be approved by such Member.
  
  
  
                                                   Exhibit 3.1 - 100
                                                                                                                      
  
                          (b)    Each Member shall be bound by any amendment or modification effected in
accordance with this Section 19.4, whether or not such Member has consented to such amendment or
waiver.  The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed 
as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every
provision of this Agreement in accordance with its terms.
  
                          (c)    Notwithstanding anything to the contrary contained in this Section 19.4, (1) the
name of the Network and/or the name under which the Network’s services are provided may be changed (and
corresponding amendments to this Agreement and the Certificate of Formation may be made), (2) corrections or
clarifications that do not change the substantive meaning of any provision hereof may be made and (3) changes to
Article VIII of this Agreement and other conforming changes in this Agreement may be made to the extent
necessary to properly reflect the terms of the Network Equity Plan (provided that any such amendment shall be
consistent with the economic arrangement of the Initial Members as reflected in the terms of this Agreement), in
each case upon the written consent of Comcast (so long as there has not been a Comcast Trigger Event or a
CST Competitor Event) and Radio One (so long as there has not been a Radio One Trigger Event) and with
respect to (3) the additional written consent of the Financial Investor Manager.
  
                          (d)    Notwithstanding anything to the contrary contained in this Section 19.4, Schedule
B hereto may be amended from time to time by the Network to reflect updated notice information provided by
Members without the written consent of the Members.
  
         Section 19.5    Governing Law .  This Agreement shall be construed in accordance with and 
governed exclusively by the laws of the State of Delaware (without giving effect to any conflicts or choice of law
provisions that would cause the application of the domestic substantive laws of any other jurisdiction).
  
         Section 19.6    WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY 
VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER
PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
  
         Section 19.7    Consent to Exclusive Jurisdiction of the Courts of Delaware .
  
                          (a)    Each of the parties hereto hereby consents to the exclusive jurisdiction of the
courts of the State of Delaware and the United States District Court for the District of Delaware, as well as to the
jurisdiction of all courts to which an appeal may be taken from such courts, for the purpose of any suit, action or
other proceeding arising out of or in connection with this Agreement or any of the transactions contemplated
hereby, including, without limitation, any proceeding relating to ancillary measures in aid of arbitration, provisional
remedies and interim relief, or any proceeding to enforce any arbitral decision or award.
  
                          (b)    Each of the parties hereto hereby expressly waives any and all rights to bring any
suit, action or other proceeding in or before any court or tribunal other than the courts of the State of Delaware
or the United States District Court for the District of Delaware and covenants that such party shall not seek in any
manner to resolve any dispute other than as set forth herein or to challenge or set aside any decision, award or
judgment obtained in accordance with the provisions hereof.
  
                          (c)    Each of the parties hereto hereby expressly waives any and all objections such
party may have to venue in any of such courts, including, without limitation, the inconvenience of such forum.  In 
addition, each of the parties hereto hereby consents to the service of process by personal service or any manner
in which notices may be delivered hereunder in accordance with Section 19.9 and will not object to service of
process before any of such courts to the extent so delivered.
  
         Section 19.8    Remedies .
  
                          (a)    The parties hereto agree that irreparable harm would occur in the event that any of
the agreements and provisions of this Agreement were not performed fully by the parties hereto in accordance
with their specific terms or conditions or were otherwise breached, and that money damages are an inadequate
remedy for breach of the Agreement because of the difficulty of ascertaining and quantifying the amount of
damage that will be suffered by the parties hereto in the event that this Agreement is not performed in accordance
with its terms or conditions or is otherwise breached.  It is accordingly hereby agreed that the parties hereto shall 
be entitled to an injunction or injunctions to restrain, enjoin and prevent breaches of this Agreement by the other
parties and to enforce specifically such terms and provisions of this Agreement, such remedy being in addition to,
and not in lieu of, any other rights and remedies to which the other parties are entitled at law or in equity.
  
                          (b)    Except as otherwise provided in Section 6.6(f) hereof, the rights and remedies
provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude
or waive its right to use any or all other remedies.  Said rights and remedies are given in addition to any other 
rights the parties may have by law, statute, ordinance or otherwise.  Except where a time period is specified, no 
delay on the part of any party in the exercise of any right, power, privilege or remedy hereunder shall operate as a
waiver thereof, nor shall any exercise or partial exercise of any such right, power, privilege or remedy preclude
any further exercise thereof or the exercise of any other right, power, privilege or remedy.
  
  
  
                                                 Exhibit 3.1 - 101
                                                                                                                        
  
         Section 19.9    Notices .  All demands, notices, requests, consents and other communications required 
or permitted under this Agreement shall be by written notice and sent by (a) personal delivery, (b) Electronic 
Transmission (including pursuant to Section 3.8(b) and Section 4.5(d) hereof) or facsimile machine (in each case 
with a confirmation copy sent by one of the other methods authorized in clauses (a), (c) or (d) hereof),
(c) commercial (including Federal Express) or U.S. Postal Service overnight delivery service, or (d) deposit with 
the U.S. Postal Service mailed first class, registered or certified mail, postage prepaid.  If such notice is being 
made or delivered to the Network, such notice shall be made to the Network’s principal executive offices as
follows: 1010 Wayne Ave, 10th Floor, Silver Spring, Maryland 20910, Attention:  President, with a copy (which 
shall not constitute notice) to 1010 Wayne Ave, 10th Floor, Silver Spring, Maryland 20910, Attention:
Secretary; and if such is being made to an Initial Member (or to a Unit Affiliate of such Initial Member) or a
Substitute Member or Additional Member that is not a Unit Affiliate of an Initial Member, such notice shall be
made to such Initial Member for and on behalf of itself and its Unit Affiliates or to such Substitute Member or
Additional Member (and to such other Persons to be copied in connection with notices to such Member) as set
forth on Schedule B hereof.  Notices shall be deemed delivered and to have been received upon the earliest to 
occur of (i) if sent by personal delivery, upon receipt by the party to whom such notice is directed; (ii) if sent by
facsimile machine or by Electronic Transmission (including pursuant to Section 3.8(b) or Section 4.5(d) hereof), 
the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) such
notice is sent if sent (as evidenced by Electronic Transmission or facsimile confirmed receipt) prior to 5:00 p.m.
U.S. Eastern Time, or the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such
notice is directed) after which such notice is sent if sent after 5:00 p.m. U.S. Eastern Time; (iii) if sent by overnight
delivery service, the first day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such
notice is directed) following the day the same is deposited with the commercial carrier or U.S. Postal Service;
and (iv) if sent by first class mail, registered or certified, postage prepaid, the fifth day (other than a Saturday,
Sunday or legal holiday in the jurisdiction to which such notice is directed) following the day the same is
deposited with the U.S. Postal Service.  Each party, by notice duly given to the Network and all other Members, 
may specify a different address for the giving of any notice hereunder.
  
         Section 19.10    Severability .  If any term or provision of this Agreement, or the application thereof 
to any Person or circumstance, shall, to any extent, be invalid or unenforceable, the remainder of this Agreement,
or application to other Persons or circumstances, shall not be affected thereby, and each term and provision of
this Agreement shall be enforced to the fullest extent permitted by law.
  
         Section 19.11    Counterparts; Signatures .  This Agreement may be executed in any number of 
counterparts with the same effect as if all parties hereto had signed the same document, and all counterparts shall
be construed together and shall constitute one instrument.  A facsimile or photocopied signature shall be deemed 
to be the functional equivalent of an original for all purposes.
  
         Section 19.12    Entire Agreement .  This Agreement and the other Transaction Documents 
constitute the full and entire understanding and agreement among the parties hereto pertaining to the subject
matter hereof and supercede all prior understandings and agreements pertaining hereto, whether written or oral.
  
         Section 19.13    Assignment; Binding Effect .  This Agreement may not be assigned, in whole or in 
part, by any party hereto except in connection with a Transfer of Units to a Substitute Member in accordance
with the terms and conditions of this Agreement.  Any purported assignment in violation of this Section 19.13 
shall be null and void.  A Transfer of Units to a Substitute Member shall not be deemed to be an assignment of 
any of the rights or obligations of the Transferring Member under those Sections of this Agreement in which such
Transferring Member is granted rights or has undertaken obligations specifically by name, except that any Person
(including without limitation any Affiliate of Comcast or Radio One) that acquires in a single transaction or series
of related transactions (either directly or through one or more Affiliates) all of the Equity Interests held by (i)
Comcast and its Unit Affiliates in accordance with the terms of this Agreement (including, without limitation, in
connection with a Comcast Strategic Transaction) shall be deemed to be “Comcast” hereunder; (ii) Radio One 
and its Unit Affiliates in accordance with the terms of this Agreement shall be deemed to be “Radio One” 
hereunder; or (iii) DIRECTV and its Unit Affiliates in accordance with the terms of this Agreement shall be 
deemed to be “DIRECTV” hereunder. This Agreement shall be binding upon, and inure to the benefit of all of the
parties and, to the extent permitted by this Agreement, their successors and assigns.
  
  
  
Exhibit 3.1 - 102
                                                                                                                   
  
         Section 19.14    Certain Agreements with respect to Blocker Corporations.   Notwithstanding
anything else in this Agreement to the contrary, the Network and each Member agree, for the benefit of any
Blocker Corporation and the holders of any capital stock of any Blocker Corporations (who shall be express,
third party beneficiaries of this Section 19.14) as follows:
  
                           (a)    For so long as the Network is to be operated as a limited liability company, the
Board (i) shall not cause or permit the Network to elect (1) to be excluded from the provisions of Subchapter K
of Chapter 1 of the Code or (2) to be treated as a corporation for federal income tax purposes; and (ii) shall
cause the Network to make any election reasonably determined to be necessary or appropriate in order to
ensure the treatment of the Network as a partnership for federal income tax purposes.  In the event that the 
Network is to be converted into a corporation, the Members shall use their best efforts to include in such
transaction a tax-free exchange of all shares of each Blocker Corporation for shares in such successor
corporation, provided that such Blocker Corporation has, since its formation, engaged in no business activity and
incurred no liabilities unrelated to its purchase and holding of Units.
  
                           (b)    The Network shall use reasonable efforts to conduct its business and to do or
cause to be done any and all actions as are necessary so that each Blocker Corporation will not be (at any time
that it holds an interest in the Network, and assuming that CV II-Delaware’s sole asset at such time is its interest
in the Network) a “United States real property holding corporation”  (as defined in Code § 897(c)(2) and 
Regulations § 1.897-2(b)).
  
                           (c)    Upon a written request by the stockholders of any Blocker Corporation, the
Network shall provide such stockholders with a written statement informing such stockholders whether, to its
knowledge, their interest in the applicable Blocker Corporation would constitute a United States real property
interest if such Blocker Corporation’s sole asset were its interest in the Network.  The Network’s written
statement to the stockholders of any Blocker Corporation shall be delivered to such stockholders within 30 days
of the written request thereof.  Each Blocker Corporation shall be responsible for reimbursing the Network for its 
reasonable costs incurred in responding to any such written request of one or more of the stockholders of such
Blocker Corporation.
  
                           (d)    In the event any Blocker Corporation is required or permitted to sell or otherwise
dispose of all of its Equity Interests (the “ Blocker Equity Interests ”) pursuant to Sections 12.1, 12.2, 12.4 or
12.5 hereof, or in connection with a Sale Transaction (except for a sale, transfer or other disposition of all or
substantially all of the assets of the Network; provided that such exception shall be effective only after the
Network uses commercially reasonable efforts to negotiate with the purchaser of such assets a purchase of
Equity Interests instead of an asset purchase) or the exercise by Comcast or Radio One of their respective rights
to purchase all such Blocker Equity Interests under the Buy/Sell Agreement (each, a “ Blocker Liquidity Event
”) then, at the election of such Blocker Corporation, which election (the “ Blocker Stock Purchase Election ”)
shall be made by providing written notice to Comcast, Radio One and the Network no later than ten (10) days
after such Blocker Corporation receives written notice of such Blocker Liquidity Event, the Network (in the
event the Network or a third party is a purchaser in connection with such Blocker Liquidity Event) or Comcast
and/or Radio One (in the event Comcast and/or Radio One is a purchaser in connection with such Blocker
Liquidity Event) will use their commercially reasonable efforts to purchase or otherwise acquire (or to cause any
third party purchaser in the Blocker Liquidity Event to purchase or otherwise acquire) all of the capital stock of
such Blocker Corporation from its stockholders at and in connection with the closing of such Blocker Liquidity
Event (in lieu of acquiring the Blocker Equity Interests directly in such Blocker Liquidity Event) (the “ Blocker
Stock Purchase ”) in return for such stockholders accepting as full payment for such shares the Final Adjusted
Blocker Proceeds.  As a condition precedent to the closing of any Blocker Stock Purchase, each Blocker 
Corporation that makes a Blocker Stock Purchase Election and an Affiliate that Controls such Blocker
Corporation (such Affiliate to be reasonably satisfactory to the Network and the proposed purchaser(s) in the
Blocker Liquidity Event) shall at the closing of the Blocker Stock Purchase (1) execute and deliver such
documents as shall be reasonably requested by the proposed purchaser(s) in the Blocker Liquidity Event in order
to vest full beneficial and record ownership of all of the capital stock of the Blocker Corporation in such
purchaser(s); (2) jointly and severally represent and warrant to the Network and the proposed purchaser(s) in
the Blocker Liquidity Event (in addition to such other customary representations and warranties requested by
such Persons) that (A) the capital stock of such Blocker Corporation is being acquired by such purchaser(s) free
and clear of liens, encumbrances and interests or rights of other Persons (except as otherwise provided in the
Transaction Documents) and represents all of the issued and outstanding shares of capital stock of such Blocker
Corporation, (B) there are no outstanding options, warrants or other rights to acquire any capital stock of such
Blocker Corporation, (C) the assets of such Blocker Corporation consist solely of the Blocker Equity Interests,
tax losses (if any) and applicable cash reserves for taxes not yet due and payable, and (D) such Blocker
Corporation has, since its formation, engaged in no business activity other than holding the Blocker Equity
Interests for the benefit of the stockholders of such Blocker Corporation and has no liabilities or obligations of
any nature whatsoever, except for taxes not yet due and payable (for which adequate cash reserves are set aside)
and obligations under the Transaction Documents; and (3) effect a Derivative Equity Interest Exercise and take
such other actions as such Blocker Corporation would otherwise have to take as a holder of Blocker Equity
Interests in connection with such Blocker Liquidity Event.  Notwithstanding anything to the contrary in the 
foregoing, if (A) any Blocker Corporation that makes a Blocker Stock Purchase Election or its designated
Affiliate fails to take such actions as are set forth in the immediately preceding sentence, (B) any third party
purchaser does not agree to effect a Blocker Stock Purchase after the Network uses its commercially reasonable
efforts to cause such third party purchaser to effect a Blocker Stock Purchase (in accordance with the provisions
set forth above), or (C) any Blocker Corporation fails to timely deliver a Blocker Stock Purchase Election in
accordance with this Section 19.14(d), the Network, Comcast and Radio One shall have no further obligation to
such Blocker Corporation or its stockholders with respect to any Blocker Stock Purchase, and such Blocker
Corporation shall remain obligated to sell the Blocker Equity Interests held by such Blocker Corporation in the
Blocker Liquidity Event on the same terms as would have been the case in the absence of a Blocker Stock
Purchase Election.  In connection with any Blocker Stock Purchase provided for in this Section 19.14(d), “ Final
Adjusted Blocker Proceeds ” shall be determined as follows:
  
  
  
                                                Exhibit 3.1 - 103
                                                                                                                    
  
                                        (i)    In connection with any Blocker Liquidity Event for which the closing
     price per Unit is equal to a determination of Final Fair Market Value made by one or more Investment Banks,
     each such Investment Bank shall be instructed by the Network and/or such other Persons that have the right to
     appoint such Investment Banks pursuant to Sections 12.1(i) or 12.5(e)(i) hereof or Section 2.1(b) of the
     Buy/Sell Agreement to calculate the amount of Adjusted Blocker Proceeds for each Blocker Corporation that
     made a Blocker Stock Purchase Election in accordance with this Section 19.14(d) in a manner that is
     consistent with such Investment Bank’s determination of Fair Market Value, and differences in the
     determinations of Adjusted Blocker Proceeds among such Investment Banks shall be resolved in the same
     manner as differences in the determination of Fair Market Value, with the applicable average determination of
     Adjusted Blocker Proceeds being equal to the Final Adjusted Blocker Proceeds hereunder.
  
                                         (ii)    In connection with any Blocker Liquidity Event for which the closing
     price per Unit is not a Final Fair Market Value based upon the determinations of one or more Investment
     Banks, the Members entitled to receive proceeds in connection with such Blocker Liquidity Event and the
     purchaser in the Blocker Liquidity Event (if such purchaser is Comcast, Radio One or the Network) shall
     negotiate to determine the Final Adjusted Blocker Proceeds from such Blocker Liquidity Event.  In the event 
     that such Members and such purchaser (if applicable) are unable to agree on the Final Adjusted Blocker
     Proceeds within ten (10) days of the Blocker Stock Purchase Election (the “  Blocker Negotiation
     Termination ”), the Network (or Comcast and/or Radio One in the event such Persons are purchasers in such
     Blocker Liquidity Event) and each Blocker Corporation that made a Blocker Stock Purchase Election shall (A)
     initiate the process of selecting Investment Banks or nationally-recognized accounting firms in accordance with
     this Section 19.14(d)(ii), (B) cooperate with such Investment Banks or nationally-recognized accounting firms
     in connection with the completion of their respective determinations and (C) make available such information
     and personnel as such Investment Banks or accounting firms deem reasonably necessary to complete their
     determination of Final Adjusted Blocker Proceeds within the applicable periods set forth below.  For purposes 
     of this Section 19.14(d)(ii), if necessary Investment Banks or accounting firms shall be selected to complete
     their determination of Final Adjusted Blocker Proceeds as follows:
  
                                         (1)    The Network (or Comcast and/or Radio One in the event such
Persons are purchasers in such Blocker Liquidity Event), on the one hand, and holders of a majority of Blocker
Equity Interests held by the Blocker Corporation(s) that have made a Blocker Stock Purchase Election, on the
other hand, shall each have five (5) days following the date of the Blocker Negotiation Termination to both submit
in writing their selection of an Investment Bank or accounting firm to the other Person(s) and instruct such
Investment Bank or accounting firm to complete a determination of the Adjusted Blocker Proceeds for each
Blocker Corporation that has made a Blocker Stock Purchase Election within ten (10) days of such instruction.
The Blocker Corporation(s) shall bear the Appraisal-related costs and fees of the Investment Banks and
accounting firms selected by such Persons in proportion to such Blocker Corporation(s) ownership of Blocker
Equity Interests (or in such other manner as shall be agreed in writing by such Blocker Corporation(s)).
  
                                         ( 2 )    After the Investment Banks and/or accounting firms have
completed their determinations of the Adjusted Blocker Proceeds, each such Person shall submit its
determination together with relevant reports and related work papers to the other Person and to the Network,
Comcast, Radio One and the Blocker Corporation(s).  If the greater Adjusted Blocker Proceeds determination 
is no more than 10% greater than the lesser Adjusted Blocker Proceeds determination, then the Final Adjusted
Blocker Proceeds shall be equal to the average of such determinations.
  
                                         (3)    If the greater Adjusted Blocker Proceeds determination submitted
under (2) above is more than 10% greater than the lesser Adjusted Blocker Proceeds determination submitted
under (2) above, then the Investment Banks and/or accounting firms selected pursuant to (1) above shall, within
three (3) Business Days of the submissions of the Adjusted Blocker Proceeds determinations under (2) above,
jointly select a third Investment Bank or nationally-recognized accounting firm to complete a determination of
Adjusted Blocker Proceeds for each Blocker Corporation that has made a Blocker Stock Purchase Election
within 10 days of such selection; provided that such third Investment Bank or accounting firm shall be instructed
to make a determination of Adjusted Blocker Proceeds that is between the two Adjusted Blocker Proceeds
determinations submitted under (2) above.  Promptly following its selection, such third Investment Bank or 
accounting firm shall be provided with the reports and related work papers of the other two Investment Banks
and/or accounting firms relating to their determinations.  After the third Investment Bank or accounting firm has 
completed its determination of the Adjusted Blocker Proceeds, such third Person shall submit its determination
together with relevant reports and related work papers to the other two Persons, the Network, Comcast, Radio
One and the Blocker Corporation(s).  The Final Adjusted Blocker Proceeds shall be equal to the average of the 
Adjusted Blocker Proceeds determination of the third Investment Bank and the Adjusted Blocker Proceeds
determination submitted under (2) above that is closest to the Adjusted Blocker Proceeds determination of the
third Investment Bank.  The Blocker Corporation(s) shall bear the Appraisal-related costs and fees of the third
Investment Bank or accounting firm in proportion to such Blocker Corporation(s) ownership of Blocker Equity
Interests (or in such other manner as shall be agreed in writing by such Blocker Corporation(s)).
  
  
  
                                              Exhibit 3.1 - 104
                                                                                                                    
  
                                             (4)    In the event the Network (or Comcast and/or Radio One in the
event such Persons are purchasers in such Blocker Liquidity Event), on the one hand, or the Blocker Corporation
(s), on the other hand, fail to select an Investment Bank or accounting firm and notify the other Person(s) in
writing of such selection by the end of the five-day period specified in (1) above, the Investment Bank or
accounting firm selected by the other Person by the end of such five-day period shall be the sole Investment Bank
or accounting firm for purposes of this Section 19.14(d)(ii), and the determination of such Investment Bank or
accounting firm as to the Adjusted Blocker Proceeds for each Blocker Corporation shall be the Final Adjusted
Blocker Proceeds hereunder.
  
                                             (5)    Each Blocker Corporation that made a Blocker Stock Purchase
Election shall agree to any reasonable and customary indemnification requested by the Investment Banks or
accounting firms in connection with the completion of the determinations under this Section 19.14(d)(ii).
  
                                             (6)    Following the determination (by agreement of the applicable
Persons) or receipt of the determination of the Final Adjusted Blocker Proceeds in accordance with this Section
19.14(d), each Blocker Corporation may terminate its Blocker Stock Purchase Election by delivering written
notice of such termination to the Network, Comcast and Radio One within five (5) Business Days of the
determination (by agreement of the applicable Persons) or receipt of the determination of the Final Adjusted
Blocker Proceeds, provided that in such event such Blocker Corporation shall remain obligated to sell the
Blocker Equity Interests held by such Blocker Corporation in the Blocker Liquidity Event on the same terms as
would have been the case in the absence of a Blocker Stock Purchase Election.
  
                                       (iii)    For purposes of this Section 19.14(d), the following terms shall have
   the following meanings:
  
                                             (1)    “ Adjusted Blocker Proceeds ” shall mean an amount equal to
the proceeds that would have been payable to a Blocker Corporation pursuant to the applicable Blocker
Liquidity Event had the purchaser acquired all of the Equity Interests held by such Blocker Corporation (instead
of acquiring all of the capital stock of such Blocker Corporation) minus the Tax Adjustment Amount.
  
                                             (2)    “ Tax Adjustment Amount ” shall mean the present value (using
a reasonable discount rate as determined by each Investment Bank or accounting firm for purposes of its
determination of Adjusted Blocker Proceeds) of the estimated additional net tax costs, if any, (including any loss
of tax benefits), to the purchaser and the applicable Blocker Corporation associated with the acquisition, holding,
and disposition of the capital stock of such Blocker Corporation, as compared with the net tax costs, if any
(including any loss of tax benefits), associated with the acquisition, holding, and disposition of the Blocker Equity
Interests directly.  The determination of the Tax Adjustment Amount shall be made by taking into account any 
information, factors or assumptions that the applicable Investment Bank or accounting firm determines to be
reasonable and appropriate to take into account, which may include estimates or projections of the tax basis of
the stock of the Blocker Corporation, the Blocker Equity Interests or the portion of the Network assets
associated with such Blocker Equity Interests (including any basis adjustments that may be available under Code
Section 743(b)), the availability of depreciation or amortization deductions, any loss carryovers available to such
Blocker Corporation, applicable tax rates, or any other factors that a prudent purchaser would reasonably take
into account in determining the relative tax benefits and costs associated with acquiring either all of the capital
stock of such Blocker Corporation or the Blocker Equity Interests.  
  
          Section 19.15    Relationship.   Nothing in this Agreement shall be construed to render any of the 
Members partners or joint venturers or to impose upon any of them any liability as such, except as otherwise
specifically provided in this Agreement.  No party to this Agreement has any authorization to enter into any 
contracts or assume any obligations for any other party or make any warranties or representations on behalf of
another party other than as expressly authorized herein or in the other Transaction Documents.
  
          Section 19.16    Interpretation .   Each Member has agreed to the use of the particular language of 
the provisions of this Agreement, and any questions of doubtful interpretation shall not be resolved by any rule or
interpretation against the draftsman, but rather in accordance with the fair meaning thereof, having due regard to
the benefits and rights intended to be conferred upon the parties and the limitations and restrictions upon such
rights and benefits intended to be provided.
  
        Section 19.17    Expenses .   Each Member shall pay its own expenses incident to the negotiation, 
preparation and performance of this Agreement and the transactions and documents contemplated hereby,
including the fees and expenses of accountants and counsel, except that the Network shall reimburse the Original
Members following the Effective Date for customary and reasonable legal fees incurred by such Members in
connection with the engagement of outside counsel and shall reimburse DIRECTV following the Effective Date
for up to $125,000 of customary and reasonable legal fees incurred by DIRECTV in connection with the
engagement of outside counsel.
  
        Section 19.18    No Third-Party Beneficiary .  Except as provided in Article XVIII and Sections 
19.1 and 19.14 hereof, this Agreement is made solely for the benefit of the parties hereto and no other Person
shall have any rights, interest, or claims hereunder or otherwise be entitled to any benefits under or on account of
this Agreement as a third-party beneficiary or otherwise.
  
                           [SIGNATURES CONTAINED ON FOLLOWING PAGE]

  
                                                 Exhibit 3.1 - 105
                                                                                                      


           IN WITNESS WHEREOF , each Member has executed this Agreement as of the date first above
written.


COMCAST PROGRAMMING VENTURES V, INC.


By: ____________________________                                                      
Name: Amy L. Banse
Title: Executive Vice-President – Programming Investments
  
  
  
  
  
  
  
  
  
  
  
  

  

     [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT]
  
                                                     Exhibit 3.1 - 106
                                                                                         




RADIO ONE CABLE HOLDINGS, INC.


By: ____________________________                                                     
Name: Alfred C. Liggins, III
Title: Chief Executive Officer and President 
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  

     [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT]

  
                                                     Exhibit 3.1 - 107
                                                                                           




CONSTELLATION VENTURE CAPITAL II, L.P.

By: Constellation Ventures Management II, LLC
Its:  General Partner 

By: ____________________________                                                     
Name: Dennis Miller 
Title:


THE BSC EMPLOYEE FUND IV, L.P.

By: Constellation Ventures Management II, LLC
Its:  General Partner 

By: ____________________________                                                       
Name: Dennis Miller 
Title:

  
CVC II PARTNERS, LLC

By:  The Bear Stearns Companies Inc. 
Its:   Managing Member 

By: ____________________________                                                      
Name: Dennis Miller 
Title:


CV II-DELAWARE, INC.
  
By: ____________________________                                                      
Name: Dennis Miller 
Title:
  
  
  
  

  

     [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT]

  
                                                     Exhibit 3.1 - 108
                                                                            




OPPORTUNITY CABLE HOLDINGS, INC.


By: ____________________________
Name: Lewis E. Byrd
Its: Vice President 
  
  
  
  
  
  
  
  
  
  
  

  

     [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT]

  
                                   Exhibit 3.1 - 109
                                                                                       




POWER EQUITIES, INC.


By: ____________________________                                                   
Name: Divakar R. Kamath 
Its: Executive Vice President 
  
  
  
  
  
  
  


     [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT]

  
                                                     Exhibit 3.1 - 110
                                                                                     




SYNDICATED COMMUNICATIONS VENTURE PARTNERS IV, L.P.

By:  WJM Partners IV, LLC 
Its:  General Partner 

By: ____________________________                                                 
Name: Terry L. Jones 
Its: Member 
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  

     [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT]

  
                                                    Exhibit 3.1 - 111
                                                                                       


DIRECTV PROGRAMMING HOLDINGS I, INC.


By: ____________________________                                                   
Name: Michael Thornton 
Its: Senior Vice President 


DIRECTV PROGRAMMING HOLDINGS II, INC.


By: ____________________________                                              
Name: Michael Thornton
Its: Senior Vice President
  
  
  
  
  
  
  
  
  
  
  

     [SIGNATURE PAGE TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT]

  
                                                     Exhibit 3.1 - 112
                                                                                            
                                      SCHEDULE A
                                               
                                                Series A Class A Class B Class C Class D
    Name/Address of      Capital     Capital    Preferred Common Common Common Common
        Member         Commitment Contributions Units       Units    Units   Units     Units
Radio One Cable         $74,000,000 $37,000,00014,800,000                  3,391,304  
Holdings, Inc.
5900 Princess Garden
Pkwy, 7 th Floor
Lanham, Maryland
20706
Attn: Alfred C. Liggins
III
Comcast                  $20,000,000.00 $10,000,000     4,000,000     13,565,217       
Programming
Ventures V, Inc.
1500 Market Street, 35
th Floor

Philadelphia, PA 19101
Attn: Amy L. Banse
DIRECTV                  $12,381,585.00$12,381,585.00   2,476,317                      
PROGRAMMING
HOLDINGS I, INC.
2230 East Imperial
Highway
El Segundo, CA  90245
Attn:  Michael Thornton 
DIRECTV                  $12,886,955.00$12,886,955.00   2,577,391                      
PROGRAMMING
HOLDINGS II, INC.
2230 East Imperial
Highway
El Segundo, CA  90245
Attn:  Michael Thornton 
Constellation Venture $13,219,602.81 $6,609,801.42      2,643,920                      
Capital II, LP
383 Madison Avenue,
28th Floor
New York, NY 10179
Attn: Dennis Miller
CV II-Delaware, Inc. $6,249,825.42 $3,124,912.72        1,249,965                      
383 Madison Avenue,
28th Floor
New York, NY 10179
Attn: Dennis Miller
The BSC Employee          $5,237,283.87 $2,618,641.94   1,047,457                      
Fund IV, LP
383 Madison Avenue,
28th Floor
New York, NY 10179
Attn: Dennis Miller
CVC II Partners, LLC        $293,287.90 $146,643.96        58,658                      
383 Madison Avenue,
28th Floor
New York, NY 10179
Attn: Dennis Miller
Opportunity Cable         $3,000,000.00 $1,500,000.00    600,000                       
Holdings, Inc.
c/o Opportunity Capital
Partners IV, L.P.
2201 Walnut Avenue,
Suite 210
Freemont, CA 94538
Attn: Lewis E. Byrd
Power Equities, Inc.       $3,000,000.00 $1,500,000.00 600,000                   
c/o Pacesetter Growth
Fund
2435 North Central
Expwy. Suite 200
Richardson, TX 75080
Attn: Divakar Kamath
Syndicated               $  5,000,000.00 $2,500,000.00 1,000,000                 
Communications
Venture
  Partners IV, L.P. 
8401 Colesville Road,
Suite 300
Silver Spring, MD
20910
Attn: Terry L. Jones
Johnathan Rodgers                                                               758,057
3120 Newark St., NW
Washington, DC  20008
Keith Bowen                                                                     379,028
443 Long Hill Drive
Short Hills, NJ  07078 
  
  
  
                                            Schedule A - 1
                                                                                               
  
  
                                  SCHEDULE A (continued)
                                                
                                                    Series A Class A Class B Class C Class D
                              Capital     Capital PreferredCommonCommonCommonCommon
   Name/Address of Member CommitmentContributions Units       Units     Units Units Units
Robert Buenting                                                                         252,685
7707 Wisconsin Avenue
#706
Bethesda, MD 20910
Jay Schneider                                                                           252,685
11308 Seneca Circle
Great Falls, VA  22066 
Brad Samuels                                                                            252,685
3 Spring Hill Road
Cold Spring Harbor, NY
11724
Lee Gaither                                                                             252,685
1256 S. Hauser Blvd.
Los Angeles, CA  90019 
Susan Banks                                                                             126,343
12531 Strattford Garden
Drive
Silver Spring, MD 20910
[TBD]                                                                                   252,685
                Total:  $155,268,540.00$90,268,540.0031,053,708 -- 13,565,2173,391,3042,526,854
  
  
  
  
  
  

  
  
                                         Schedule A - 2
                                                                                                          


                                             SCHEDULE B
  
                                             Series A Preferred
                                               Representative/
      Name/Address of Member              Class B Representative        Additional Contacts for Notices
Radio One Cable Holdings, Inc.        Alfred C. Liggins III            with copies to (which shall not
5900 Princess Garden Pkwy, 7 th Floor Radio One Cable Holdings, Inc.   constitute notice):
Lanham, Maryland 20706                5900 Princess Garden Pkwy, 7 th    
Fax: 301-306-9426                     Floor                              
Email: alfred@radio-one.com           Lanham, Maryland 20706           Radio One Cable Holdings, Inc.
Attn: Alfred C. Liggins III           Fax: 301-306-9426                5900 Princess Garden Pkwy, 7 th
                                      Email: alfred@radio-one.com      Floor
                                                                       Lanham, Maryland 20706
                                                                       Fax: 301-306-9426
                                                                       Email: lvilardo@radio-one.com
                                                                       Attn: Linda J. Eckard Vilardo, Esq.
                                                                         
                                                                         
                                                                       Covington & Burling
                                                                       1201 Pennsylvania Avenue, NW
                                                                       Washington, DC 20004-2401
                                                                       Fax: 202-778-5567
                                                                       Email: cdargan@cov.com
                                                                       Attn: Catherine J. Dargan, Esq.
Comcast Programming Ventures V, Amy L. Banse                           with copies to (which shall not
Inc.                                 Comcast Programming Ventures constitute notice):
1500 Market Street, 35 th Floor        V, Inc.                           
Philadelphia, PA 19101               1500 Market Street, 35  th Floor    
Fax: 215-981-7508                    Philadelphia, PA 19101            Comcast Programming
Email: amy_banse@comcast.com         Fax: 215-981-7508                 Investment Division
Attn: Amy L. Banse                   Email: amy_banse@comcast.com 1500 Market Street, 35 th Floor
                                                                       Philadelphia, PA 19101
                                                                       Fax: 215-981-7508
                                     (Amy Banse is the Series A        Email:
                                     Preferred Representative and the diana_kerekes@comcast.com
                                     Class B Representative of         Attn: Diana Wechsler Kerekes,
                                     Comcast)                          Esq.
                                                                         
                                                                         
                                                                       Drinker Biddle & Reath LLP
                                                                       One Logan Square
                                                                       Philadelphia, PA 19103
                                                                       Fax: 215-988-2757
                                                                       Email: howard.blum@dbr.com
                                                                       Attn: Howard A. Blum, Esq.
Constellation Venture Capital II, LP Dennis Miller                     with a copy to (which shall not
383 Madison Avenue, 28th Floor       Constellation Venture Capital II, constitute notice):
New York, NY 10179                   LP                                  
Fax: 212-272-9256                    383 Madison Avenue, 28th Floor   
Email: dennismiller@bear.com         New York, NY 10179                Testa, Hurwitz & Thibeault,
Attn: Dennis Miller                  Fax: 212-272-9256                 LLP
                                     Email: dennismiller@bear.com      125 High Street
                                                                       Boston, MA  02110 
                                                                       Fax: (617) 248-7100
                                                                       Email: stone@tht.com
                                                                       Attn: Heather M. Stone, Esq.
CVC II Partners                      Dennis Miller                     with a copy to (which shall not
383 Madison Avenue, 28th Floor   Constellation Venture Capital II,   constitute notice):
New York, NY 10179               LP                                    
Fax: 212-272-9256                383 Madison Avenue, 28th Floor        
Email: dennismiller@bear.com     New York, NY 10179                  Testa, Hurwitz & Thibeault,
Attn: Dennis Miller              Fax: 212-272-9256                   LLP
                                 Email: dennismiller@bear.com        125 High Street
                                                                     Boston, MA  02110 
                                                                     Fax: (617) 248-7100
                                                                     Email: stone@tht.com
                                                                     Attn: Heather M. Stone, Esq.
  
  
                                        Schedule B - 1
                                                                                                          
  
                                      SCHEDULE B (continued)
                                                       
                                             Series A Preferred
                                               Representative/
      Name/Address of Member              Class B Representative           Additional Contacts for Notices
The BSC Employee Fund IV, LP          Dennis Miller                       with a copy to (which shall not
383 Madison Avenue, 28th Floor        Constellation Venture Capital II,   constitute notice):
New York, NY 10179                    LP                                    
Fax: 212-272-9256                     383 Madison Avenue, 28th Floor        
Email: dennismiller@bear.com          New York, NY 10179                  Testa, Hurwitz & Thibeault,
Attn: Dennis Miller                   Fax: 212-272-9256                   LLP
                                      Email: dennismiller@bear.com        125 High Street
                                                                          Boston, MA  02110 
                                                                          Fax: (617) 248-7100
                                                                          Email: stone@tht.com
                                                                          Attn: Heather M. Stone, Esq.
CV II-Delaware, Inc.                  Dennis Miller                       with a copy to (which shall not
383 Madison Avenue, 28th Floor        Constellation Venture Capital II,   constitute notice):
New York, NY 10179                    LP                                    
Fax: 212-272-9256                     383 Madison Avenue, 28th Floor        
Email: dennismiller@bear.com          New York, NY 10179                  Testa, Hurwitz & Thibeault,
Attn: Dennis Miller                   Fax: 212-272-9256                   LLP
                                      Email: dennismiller@bear.com        125 Hight Street
                                                                          Boston, MA  02110 
                                                                          Fax: (617) 248-7100
                                                                          Email: stone@tht.com
                                                                          Attn: Heather M. Stone, Esq.
Opportunity Cable Holdings, Inc.      Lewis E. Byrd                       with a copy to (which shall not
2201 Walnut Avenue, Suite 210         Opportunity Capital Partners IV,    constitute notice):
Freemont, CA 94538                    LP                                    
Fax: 510-494-5439                     2201 Walnut Avenue, Suite 210         
Email: leb@ocpcapital.com             Freemont, CA 94538                  Piper Rudnick LLP
Attn: Lewis E. Byrd                   Fax: 510-494-5439                   6225 Smith Avenue
                                      Email: leb@ocpcapital.com           Baltimore, MD  21209 
                                                                          Fax: 410-580-3193
                                                                          Email:
                                                                          jonathan.landau@piperrudnick.com
                                                                          Attn: Jonathan J. Landau, Esq.
Power Equities, Inc.                  Divakar Kamath                      with a copy to (which shall not
c/o Pacesetter Growth Fund            Power Equities, Inc.                constitute notice):
2435 North Central Expwy. Suite 200   c/o Pacesetter Growth Fund            
Richardson, TX 75080                  2435 North Central Expwy. Suite       
Email: dk@pacesettercapital.com       200                                 Piper Rudnick LLP
Fax: 972-991-4770                     Richardson, TX 75080                6225 Smith Avenue
Attn: Divakar Kamath                  Fax: 972-991-4770                   Baltimore, MD  21209 
                                      Email: dk@pacesettercapital.com     Fax: 410-580-3193
                                                                          Email:
                                                                          jonathan.landau@piperrudnick.com
                                                                          Attn: Jonathan J. Landau, Esq.
Syndicated Venture Partners IV, L.P. Terry L. Jones                       with copies to (which shall not
8401 Colesville Road, Suite 300      Syndicated Venture Partners IV,      constitute notice):
Silver Spring, MD 20910                 L.P.                                
Email: tjones@syncomfunds.com        8401 Colesville Road, suite 300        
Fax: 301-608-3307                    Silver Spring, MD 20910              Piper Rudnick LLP
Attn: Terry L. Jones                 Fax:  301-608-3307                   6225 Smith Avenue
                                     Email:  tjones@syncomfunds.com       Baltimore, MD  21209 
                                                                          Fax: 410-580-3193
                      Email:
                      jonathan.landau@piperrudnick.com
                      Attn: Jonathan J. Landau, Esq.
  
  
  
  
     Schedule B - 2
                                                                                                  
  
  
                                 SCHEDULE B (continued)
                                                  
                                         Series A Preferred
                                          Representative/
       Name/Address of Member        Class B Representative        Additional Contacts for Notices
DIRECTV PROGRAMMING              Michael Thornton                 with copies to (which shall not
HOLDINGS I, INC.                 2230 East Imperial Highway       constitute notice):
2230 East Imperial Highway       El Segundo, CA  90245              
El Segundo, CA  90245            Email:  mthornton@directv.com      
Email:  mthornton@directv.com    Fax:  310-726-4884               DIRECTV, Inc.
Fax:  310-726-4884               Attn:  Michael Thornton          2230 East Imperial Highway
Attn:  Michael Thornton                                           El Segundo, CA  90245 
                                                                  Fax:
                                                                  Attn:  General Counsel 
                                                                    
                                                                  Hogan & Hartson LLP
                                                                  875 Third Avenue
                                                                  New York, NY  10022 
                                                                  Fax:  212-918-3100
                                                                  Email:  mahanlon@hhlaw.com 
                                                                  Attn:  Maureen A. Hanlon, Esq. 
DIRECTV PROGRAMMING              Michael Thornton                 with copies to (which shall not
HOLDINGS II, INC.                2230 East Imperial Highway       constitute notice):
2230 East Imperial Highway       El Segundo, CA  90245              
El Segundo, CA  90245            Email:  mthornton@directv.com      
Email:  mthornton@directv.com    Fax:  310-726-4884               DIRECTV, Inc.
Fax:  310-726-4884               Attn:  Michael Thornton          2230 East Imperial Highway
Attn:  Michael Thornton                                           El Segundo, CA  90245 
                                                                  Fax:
                                                                  Attn:  General Counsel 
                                                                    
                                                                  Hogan & Hartson LLP
                                                                  875 Third Avenue
                                                                  New York, NY  10022 
                                                                  Fax:  212-918-3100
                                                                  Email:  mahanlon@hhlaw.com 
                                                                  Attn:  Maureen A. Hanlon, Esq. 
  
  
  
  
  
  
                                        Schedule B - 3
                                              
  

  
               SCHEDULE C

     Comcast Registration Rights Agreement
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          


  
                Schedule C - 1
                                                


                SCHEDULE D

     Radio One Registration Rights Agreement

  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  

  
  
                 Schedule D - 1
                          


      SCHEDULE E

     Joinder Agreement

  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  

  

  
      Schedule E - 1
 

								
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